Exhibit 10.19


 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT (this “Agreement”) is
entered into as of this fist day of December, 2006 (“Effective Date”), by
and between SEMI-PHOTONICS CO., LTD., a Taiwan company having offices at
7F, No.13, Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350,
Miao-Li County, Taiwan, the Republic of China (“R.O.C.”) (the “Lessee”), and
LUXXON TECHNOLOGY CORPORATION, a Taiwan company having offices at 12-5,
Dungshr, 2 Lin, Dungming Tsuen, Shinwu Shiang, 327, Taoyuan County, Taiwan,
R.O.C. (the “ Lessor”).  The Lessee and
the Lessor are hereinafter referred to individually as a “Party” and
collectively as the “Parties.”


 


WHEREAS,
the Lessor and Maxedge Electronics Corp. (the “Landlord”) entered
into the lease agreement dated January 1, 2006 for the lease of the
Leased Premise as defined below;


 


WHEREAS,
the Lessor and the Lessee have entered into the assets purchase
agreement as of the date hereof (the “Assets Purchase Agreement”), under
which the Lessor agrees to sell certain assets to the Lessee, and the Lessee
agrees to purchase from the Lessor the said assets; and


 


WHEREAS,
the Parties desire to enter into this Agreement whereby the
Lessee agrees to lease from the Lessor certain Leased Premise and Leased
Facilities (as defined below).


 


NOW, THEREFORE,
in consideration of the premises and of the mutual covenants and
agreements set forth herein, the Parties hereby covenant and agree as follows:


 


ARTICLE 1   -   LEASED OBJECT


 


1.1           The Lessee agrees to lease
from the Lessor and the Lessor agrees to lease to the Lessee (“Lease”) the
premise outlined and described in Schedule A
(the “Leased Premise”) attached hereto and incorporated herein for the Lessee
to use as an office and factory (“Permitted Use”) and the facilities described in
Schedule B (the “Leased Facilities”)
attached hereto and incorporated herein. 
The Leased Premise shall be deemed to include eight (8) parking
places under the basement B1 of the building in which the Leased Premise is
located without subject to any charge or fee to the Lessee or its
Personnel (the “Parking Places”).


 


1.2           Upon request by the Lessee,
the Lessor shall deliver a written statement executed by the Landlord
expressing its understanding and consent to the Lease under this Agreement in
the form satisfactory to the Lessee (the “Statement”).


 


ARTICLE 2   -   TERM
OF LEASE


 


2.1           The Lease shall commence on
the Effective Date and will remain in full force and effect for a period of ten
(10) years, until November 30, 2016, when the Lease Agreement is expired
(the “Lease Term”).


 


1

















 


2.2           After the Lease Term,
provided that no Event of Default (as defined in Article 14.2)
has occurred and is then uncured accordingly, the Lessee shall have the
right to extend the Lease Term for up to three (3) additional two (2) year
periods (each, an “Option Term”) by delivering to the Lessor written notice not
less than ninety (90) days prior to the end of the Lease Term, expressing
its intent to renew the Lease. The Lease and the extended Lease shall be
hereinafter referred to collectively as the “Lease.”


 


2.3           After expiration of the
foregoing Option Term (the “Extended Lease Term”), the Lease shall be
automatically terminated without any notice or consent by either
Party or both Parties, and the Parties, if desired, shall enter into
a written agreement for the subsequent use or lease of the Leased Premise
and Leased Facilities.  Any utility,
possession, occupancy or management of the Leased Premise or Leased Facilities
after the Extended Lease Term shall be deemed as unauthorized use and
shall in no event apply to the Article 451 of the Civil Law of
Taiwan, R.O.C., whether the Lessor expresses its objection or not.


 


2.4           The Lease during the
Extended Lease Term shall be subject to all the terms and conditions of this
Agreement, except that the rental rate during the Extended Lease Term shall be
agreed upon by the Lessee and the Lessor; provided, however, that
the commencing Rental of the Extended Lease Term shall increase by fifteen
(15) percent, and thereafter the rental rate shall reflect the increase by
fifteen (15) percent every two years during the Extended Lease Term.


 


ARTICLE 3   -   OWNERSHIP.


 


The
Leased Facilities (including its Modifications, as defined below) and other
facilities, equipments, materials, movable fittings, assets and properties as
placed by the Lessor in or around the building where the Leased Premise locates
(“Building”) or otherwise designated as belong to the Lessor are, and shall at
all times remain, the property of the Lessor, notwithstanding that any part of
it may now be, or may become, in any manner attached to, or embedded in, or
permanently resting on, any real property, any Lessee Properties (as defined
below) or any Building on real property, or attached in any manner to what is
permanent as by means of cement, plaster, nails, bolts, screws, or otherwise
(the “Lessor Properties”).  The Lessee
shall keep the Leased Premise, Leased Facilities and Lessor Properties
(including their Modifications) free and clear of, and shall not make or
permit, any pledge, hypothecation, levy, lien(statutory or other) or
preference, mortgage, deed of trust, assignment, charge, claim, security
interest or other restriction or encumbrance of any kind or nature whatsoever
to attach or exist against either of them, and shall not commit any
waste.  Except for the rights expressly
provided herein, the Lessee shall in no event have or at any time acquire any
right, title or equity in the Leased Premise, Leased Facilities and Lessor
Properties. Except as otherwise agreed by the parties or according to the law,
Lessee shall not be liable whatsoever for any of the Lessor Properties located
within or about the Leased Premise that is not being leased by the Lessee.


 


ARTICLE 4   -   RENTAL AND TERMS OF PAYMENT.


 


4.1           During the Lease Term, the
total rental and charges (excluding the Operating Expenses as defined in the Article 7)
for the Leased Premise and Leased Facilities


 


2

















 


(“Rental”)
are as follows:


 


(i)  Dec 1st, 2006 –Nov 30th, 2008:
NT$1,000,000 per month;


(ii)  Dec 1st, 2008 –Nov 30th, 2010:
NT$1,200,000 per month;


(iii)  Dec 1st, 2010 –Nov 30th, 2012:
NT$1,440,000 per month; and


(iv)  Thereafter, the
rental rate will periodically increase by fifteen (15) percent every two
years until the expiration of the Lease Term.


 


4.2           The five percent (5%) or
such other rate of value-added tax (VAT) for the Rental will be borne by
the Lessee.  The Lessee shall pay to the
Lessor the Rental plus such VAT on the 10th day of each calendar month
during the Lease Term and/or the Extended Lease Term.  without demand and without abatement,
reduction, set-off or deduction of any tax.


 


4.3           A deposit equivalent to the
then current three (3)-month Rental (the “Deposit”) shall be given by the
Lessee to the Lessor as a security deposit immediately upon execution of
this Agreement.  On the 10th day of the
first month of each year when the Rental is adjusted pursuant to the Article 4.1
and Article 2.4, the Lessee shall make up and deliver to the Lessor
the deficiency for such Deposit in the light of the increase of the Rental
accordingly.


 


4.4           This Deposit after deducting
all the Rentals, Operating Expenses, charges, damages and other fees as
payable or due to the Lessor, arising from this Agreement or with respect to
the Leased Premise or Leased Facilities will be refunded within thirty (30)
days after the expiration or termination of the Agreement (except for event
provided in the Article 11 hereof).


 


4.5           All payments of Rental shall
be made in New Taiwan dollars by wire transfer to a bank account
designated by the Lessor or such other method as agreed by the
Parties.  The Lessee will bear the banking handling charges and
wire/mail fees arising from the manner it pays to the Lessor.  No payment by the Lessee or receipt
by the Lessor of Rental hereunder shall be deemed to be other than on
account of the amount due, and no endorsement or statement on any check or
any letter accompanying any check or payment of Rental shall be deemed an
accord and satisfaction, and the Lessor may accept such check as payment
without prejudice to the Lessor’s right to recover the balance of such
payment or pursue any other remedies available to the Lessor.


 


4.6           The Lessee agrees and
acknowledges that, except as expressly provided in this Agreement, the Lessor
shall have no obligation to provide any allowances or grant any rental
abatement during either the Lease Term or the Extended Lease Term, and there
will be no period of rent-free occupancy at the commencement of any Lease Term
or Extended Lease Term. The Lessee specifically agrees that any damage, loss, or
disposition of or its idleness or purchase of the Leased Facilities in any
manner will not constitute nor construe an abatement, reduction, set-off
or deduction to the amount of Rental, Operating Expenses and other amounts
payable according to this Agreement, unless is otherwise agreed in writing by
the Lessor.


 


3

















 


ARTICLE 5   -   USE
OF LEASED PREMISE & LEASED FACILITIES.


 


5.1           The Lessee will be entitled
to the right of the use and occupancy of the Leased Premise during the
Lease Term; provided that the Lessee shall use its best degree of care to use
and possess the Leased Premise and Leased Facilities, but in no event
less than a reasonable degree of care.


 


5.2           The Leased Premise shall be
used by the Lessee for the Permitted Use only and for no other
purpose.  The Leased Premise and Leased
Facilities shall not be used for any illegal purposes.  The Lessee shall not move, use or relocate
the Leased Facilities, or any component thereof, from the Leased Premise
and shall use its best effort not to cause any out of the ordinary vibration, noise,
odor, light or other effect to occur within or around the Leased Premise
or Leased Facilities that could reasonably constitute a nuisance or
trespass for the Lessor, Landlord or any occupant of the Building or
an adjoining building, its customers, agents, or invitees.  Upon notice by the Lessor, the Lessee shall
promptly take best effort to remove or cure all such acts, provided that
they are caused, induced or committed by the  Lessee.


 


5.3           Any improvement, remodeling,
refurbishment, alteration, renovation, addition, change, decoration and/or
partition to or in the Leased Premise, Leased Facilities, Buildling or Common
Area, together with any and all fixtures, appurtenances, substitutions or
replacements therefore or thereof (collectively, “Modifications”) in
any manner, whether interior or exterior, and for any reason shall be upon
prior written consent by the Lessor, save to the extent of the minor
improvement, renovation, addition or modification to the Leased Premise
and/or the Leased Facilities provided that such modification shall be made
upon prior written notice received by the Lessor and shall, whether
individually or in the aggregate, be less than US$25,000. Any and all the
Modifications as from time to time added, constructed or made shall remain
the property of the Lessor or the Landlord, as the case may be, and each
Leased Premise and Leased Facilities referred herein shall also include
all the Modifications if any.  Lessee may
make any Lease Modification to the Leased Premise, at its own cost and
expense and risk, after obtaining written consent by the Lessor; provided, however, that in no event shall the safety of the structure or pathway
of the Building, Leased Premise or Common Area be affected.  If the approval of a competent authority
is required under the applicable laws, ordinance, regulation or otherwise, the
Lessee shall obtain such approval in advance and deliver to the Lessor any
official certificate or document evidencing such approval.  The
Lessor will provide all necessary assistance in filing such application in case
the Lessor agrees with such Modifications.


 


5.4           Other than the Leased
Premise, Leased Facilities and Modifications (if any), the facilities,
equipments, materials, merchandises, movable fittings and other personal
properties owned, placed and provided by the Lessee within the Leased Premise
(the “Lessee Properties”) shall remain the properties of Lessee and shall be
and remain at the Lessee’s sole risk.


 


5.5           No sign, advertisement or
notice shall be inscribed, painted, affixed, or displayed
on the windows or exterior walls of the Leased Premise, Building or
on any Common Area, except in such places, numbers, sizes, colors and
styles as are approved in advance in writing by the Lessor, which approval
will not be unreasonably withheld, and which conform to all applicable
laws, ordinances or covenants affecting the Leased Premise, Building or on any
Common Area.  Any


 


4

















 


and
all signs installed or constructed by or on behalf of the Lessee pursuant
hereto shall be installed, maintained and removed by the Lessee at the Lessee’s
sole cost and expense.  The Lessee
shall, if possible, to label the Leased Facilities with the “Luxxon’s Property”
or the similarity and maintain such label during and after the Lease Term, upon
request by the Lessor.  The Lessee shall
be entitled to install one monument sign located at or near the gate entrance
of the Building or the exterior walls of the Lease Premise at the Lessee’s sole
cost and expense.  In addition to its
corporate name, the Lessee shall have the right to use its font and logo on any
such sign.


 


5.6           The Lessee shall promptly
comply, at the Lessee’s sole cost and expense, and shall not in any way
violate, any present and future law, ordinance, order, rule, regulation or
requirement or other restrictive covenant affecting the Leased Premise or
Leased Facilities, and shall not in any manner use either of all or any part of
the Leased Premise or Leased Facilities so as to cause cancellation of, prevent
the use of, or increase the rate of, the fire and extended coverage insurance
policy required hereunder, throughout the Lease Term and the Extended Lease
Term.  The Lessor makes no (and does
hereby expressly disclaim any) covenant, representation or warranty as to the
Permitted Use being allowed by or being in compliance with any applicable laws,
rules, ordinances or restrictive covenants now or hereafter affecting the
Leased Premise or Leased Facilities.  The
Lessee hereby expressly acknowledges and agrees that the Lessee shall conduct
and rely solely on its own due diligence and investigation with respect to the
compliance of the Permitted Use on the Leased Premise or Leased Facilities with
all such applicable laws, rules, ordinances and restrictive covenants.


 


ARTICLE 6   -   MAINTENANCE; OBLIGATIONS


 


6.1           Unless is due to or as a
result of any willful conduct or negligence by the Lessee or any of its
officer, employee, consultant, worker, agent, contractor, guest or invitee
(collectively, the “Personnel”), the Lessor, at its sole cost and expense, will
be responsible for the following:


 


6.1.1.  Structural maintenance of the Building,
Building foundations and exterior walls; and


 


6.1.2.  Outside area maintenance, including outside
landscaping, parking places, drive aisles to such parking places, roof
maintenance and repair; and all other structural aspects of the Leased Premise.


 


6.2           If applicable, the Lessee
shall give the Lessor written notice of the need for any maintenance or repair
for which the Lessor is responsible according to this Article 6.1, after
which the Lessor shall have a reasonable opportunity to perform the maintenance
or make the repair but in no event more than thirty (30) business
days.  In the event of emergency,
and upon notice, written or otherwise, the Lessor shall perform the repair
within twenty-four (24) hours after the Lessor’s receipt of such notice.  If, within such time periods, the Lessor
fails to perform any maintenance or make any repairs for which the Lessor is
responsible under this Article 6.1, the Lessee shall have the right to
perform such maintenance or make such repairs, at the Lessor’s expense on a
reasonable and necessary basis.  The
Lessor shall reimburse the Lessee within thirty (30) days after receipt of an
invoice from the Lessee for such actual and


 


5

















 


reasonable
expenses incurred by the Lessee in performing such necessary maintenance or
making such repair, plus interest thereon at the rate of five percent (5%) per
annum (the “Interest Rate”) thirty(30) days after the delivery of invoices to
Lessee to the date paid, and if the Lessor fails to do so, the Lessee shall
have the right to deduct such expenses from the next installment(s) of
the Rental coming due hereunder.


 


6.3           Intentionally deleted.


 


6.4           Unless is due to or as a
result of any willful conduct or negligence by the Lessor or
its Personnel, the Lessee shall, at its sole cost and expense, be
responsible for the following:


 


6.4.1.  Maintenance of the Leased Premise and Leased
Facilities in good condition, repair and working order, including normal
maintenance;


 


6.4.2.  All water, gas, heat, light, power,
telephone, refuse disposal and other utilities and services supplied to the
Leased Premise or Leased Facilities;


 


6.4.3.  Repair, recovery, reparation and indemnity of
any damage or loss to the Leased Premise caused by the Lessee or any of
its Personnel, other than ordinary wear and tear;


 


6.4.4.  Repair, recovery, reparation and indemnity of
any damage or loss to the Leased Facilities or their components, in whole
or in part caused by the Lessee or any of its Personnel, at least on a
basis consistent with the operation and maintenance of properties or equipment
comparable in type and function to such Leased Facilities with due care and
in compliance with standard industry practice; and


 


6.4.5.  Repair, recovery, reparation and indemnity to
the structural maintenance or outside area maintenance set forth in the Article 6.1.1
and 6.1.2., in whole or in part, ordinary or extraordinary, in the event
that the cause of destruction, damage, loss, or wear and tear (except for
normal wear and tear) is caused by the willful conduct or negligence of
the Lessee or any of its Personnel.


 


6.5           If the Lessee desires to
make any Modification to the Leased Facilities or to other facilities in the
Leased Premised, the Lessee shall make such request to the Lessor by submitting
written plan(s) for approval, which shall not be unreasonably
withheld.  Only after the Lessor releases
written approval, can construction work by the Lessee begin in accordance with
the foregoing approval and the Lessee shall in no event damage, impair or
affect the main structure and the facilities of the Leased Premise.  The Lessee shall bear all the costs and fees
and take all the risks and full liabilities arising from or in connection with
any of such Modification or change.


 


6.6           The Lessee agrees and
acknowledges that the Lessor shall have no obligation to construct or install
any improvements, and under no circumstances shall the Lessor be required to
build any improvements on any Leased Facilities, make any repairs,
replacements, alterations or renewals of any nature or description to such
Leased Facilities, make any expenditure whatsoever in connection with the
Leased Facilities or maintain any Leased Facilities in any way.  The Lessor shall not be required to maintain,
repair or rebuild all or any part of any Leased Facilities, and the Lessee
waives the right to (i) require the Lessor to maintain, repair, or rebuild
all or any part


 


6

















 


of
any Leased Facilities (unless such repairs are needed to cure damage to a
Leased Facilities caused by the gross negligence or willful misconduct of the
Lessor), or (ii) make repairs at the expense of the Lessor pursuant to any
legal requirement, insurance requirement, contract, agreement, covenants,
condition or restriction at any time in effect.


 


6.7           If any component of the
Leased Facilities becomes worn out, lost, destroyed, damaged beyond repair or
otherwise permanently rendered unfit for use, and unless such is due to or
as a result of any willful conduct or negligence by the Lessor or its
personnel, the Lessee, at its own expense, will within a reasonable time
replace such component with a replacement component which is free and clear of
all liens, pledge, mortgage, encumbrance and other restrictions and has a
value, utility and useful life at least equal to the component replaced.
All components which are added to the Leased Facilities shall immediately become
the property of, and title thereto shall vest in, the Lessor, and shall be
deemed incorporated in such Leased Facilities and subject to the terms of this
Lease as if originally leased hereunder.


 


6.8           In the event that the Lessee
fails to perform any of the duties and liabilities provided in this Article 6
within twenty-four (24) hours in the event of an emergency that substantially
affects the normal operation by the entities or persons or the safety of the
structure or pathway around the Building, Leased Premise or Common Area, or
thirty (30) days in all other cases, the Lessor shall have the right to perform
such works, at the Lesseer’s sole expense. 
The Lessee shall reimburse the Lessor within thirty (30) days after
receipt of an invoice from the Lessor for all such expenses incurred or payable
by the Lessor, plus Interest Rate thirty days after the delivery of invoices to
Lessee to the date paid, and if the Lessee fails to do so, the Lessor shall
have the right to deduct and obtain such expenses directly from the
Deposit, without any notice to or consent by the Lessee.


 


6.9           Moreover, upon reasonable
advance notice, the Lessor shall have the right to inspect the Leased Premise
or Leased Facilities and all maintenance records with respect thereto at any
reasonable time during normal business hours with the accompany of Lessee’s
designated Personnel but shall not materially disrupt the business of the
Lessee.


 


6.10         Unless otherwise expressly
provided under this Agreement, any damage, loss, or destruction to the Leased
Facilities, in whole or in part caused by the Lessee or any its Personnel shall
not constitute, or grant the Lessee any right to, terminate or cancel
the Agreement in any manner, or abate, reduce or impact the Rental,
Operating Expenses or other fees payable by the Lessee, by contract, operation
of law, in equity or otherwise.


 


6.11         Any and all the costs,
expenses or charges assessed against or attributed to the Lessee Properties or
articles entered, placed, occupied or operated by the Lessee or any of its
Personnel in or around the Leased Premise, the Leased Facilities, Building or
Common Area, for repair or maintenance or otherwise, shall be solely borne by
the Lessee.


 


ARTICLE 7   -   DISTRIBUTION OF EXPENSES


 


7.1           Except for the house tax and
land value of the Leased Premise to be borne by the


 


7

















 


Landlord,
the Lessee shall pay and be liable for any and all the taxes (e.g. VAT, rental,
use, inventory and sales tax or other similar taxes), duties, levies, tariffs,
and assessments, if any, arising from or incurred by amounts payable by the
Lessee hereunder, or the operation or business in the Leased Premise and/or the
Leased Facilities, whether levied or imposed by any city, state, county or other
governmental authority, including without limitation to the VAT imposed on
the Rental, Operating Expenses and other amount payable herein(“Tax”). Payments
of the Tax shall be in addition to all other payments required to be paid
to the Lessor by the Lessee under the terms of this Lease, and shall be
made by the Lessee directly to such governmental body if billed to the
Lessee, or if billed to the Lessor, such payment shall be paid concurrently
with the payment of the Rental, Operating Expenses, or such other amount upon
which the Tax is based, all as set forth herein.


 


7.2           In addition to the Rental
and Tax, the Lessee agrees to pay the following operating expenses (the “Operating
Expenses”):


 


7.2.1.  The electricity and water consumption and the
private air-conditioning consumption by the Lessee shall be paid by the Lessee
according to the readings on the respective electricity and water meter set up
by the Landlord or the Lessor.


 


7.2.2.  Forty Thousand NTs (NT$ 40,000) per month
during the initial two (2) years, with five percent (5%) increase every
two-year period, to cover all of the expenses, charges and fees involved in the
operation, cleanness, repair and maintenance as necessary to keep the Common
Areas (other than the Leased Premise, Leased Facilities and Lessee Properties)
used by the Lessee in good order, condition and repair, including but not
limited to: (i) the two elevators used by the Lessee close to the Leased
Premise; (ii) security services, expenses associated with the driveways
and parking areas, security systems; (iii) restrooms; and (iv) the
water supply, electricity, garbage and public air-conditioning for the public
facilities. Other than the monthly rental amount, VAT, and the amount set
forth above in this paragraph, neither Lessee nor its Personnel shall be
responsible for any other fees or charges to the Lessor relating to the
operation and use of the Common Areas and Parking Places unless is due to
or as a result of any willful conduct or negligence by the Lessee or its Personnel.
 Notwithstanding any provision to the
contrary, the Lessor or its Personnel shall not be responsible for any
fees or charges to the Lessee relating to the operation and use of the
Leased Premise, Leased Facilities or Lessee’s Properties.


 


7.3           Any amounts required to be
paid by the Lessee under Article 7.2 and any charges or expenses incurred
by the Lessor on behalf of the Lessee under the terms of this Lease shall
be payable in the same manner and upon the same terms and conditions
as provided for the Rental hereunder. 
Any failure on the part of the Lessee to pay shall become due and shall
entitle the Lessor to the remedies available to it for non-payment of Rental.


 


7.4           The Lessee may set up and
maintain, in its sole discretion and at its own cost and expense, all the
equipments and systems for communication, telephone, fax, internet, entrance
guard and any other utility or service used or consumed in or servicing the
Leased Premise or the Leased Facilities and in the care, management and use  thereof.


 


8

















 


ARTICLE 8   -   FORCE MAJEURE


 


The
Lessor and Lessee shall not be responsible for any failure to perform or delay
in performance of any of its obligations in whole or in part under this
Agreement due to causes beyond its reasonable control and that is unforeseen
or, if foreseen, unavoidable, and that arises after the effective date of this
Agreement.  Those causes shall include
without limitation storm, fire, flood, earthquake, lightning, typhoon and other
natural disasters, power failure, explosion, strike and other labor
disputes, acts of public enemy, war, rebellion, insurrection, riot, epidemic,
quarantine restrictions, transportation embargoes, acts of God, acts of any
government or agencies thereof, governmental requirements and regulations and
restrictions imposed by law, or judicial action.  If such cause applies, the Lessor or Lessee
shall inform the other Party immediately in writing giving full details and use
reasonable efforts to avoid or remove such cause of non-performance and to
minimize the losses arising from such Force Majeure.  Notwithstanding anything in the foregoing to
the contrary, in no event will the occurrence of an event of Force Majeure
excuse the Lessee from its obligations to pay to the Lessor any sums due
hereunder save to the extent of the event provided in the Article 10.4 of
this Agreement.


 


ARTICLE 9   -   DELIVERY AND ACCEPTANCE OF LEASED PREMISE


 


The
Leased Premise and Leased Facilities are delivered to the Lessee on the Effective Date,
and the Lease shall commence on the Effective Date, whether or not the Lessee
enters into or operates the Leased Premise or Leased Facilities.


 


ARTICLE 10   -   DAMAGE OR DESTRUCTION


 


10.1         During the Lease Term and
the Extended Lease Term, the Lessee shall take good care to use the Leased
Premise and Leased Facilities.  If the
Leased Premise or any Leased Facilities, or any part thereof, is lost,
stolen, damaged or destroyed due to the Lessee or any of its
Personnel’s conduct, the Lessee shall repair, restore and be liable for such
loss, damage, destruction and/or other liability.  This Lease shall remain in full force and
effect, and the Leasee’s obligation to pay to the Lessor any sums due
hereunder shall remain.


 


10.2         Intentionally deleted.


 


10.3         If the Leased Premise or
Leased Facilities, or any part thereof, is damaged by fire, casualty or
otherwise so long as not due to or arising from act of the Lessee or any
of its Personnel during the Lease Term, the Lessor shall repair or cause
other to repair such damage and restore the Leased Premises or Leased
Facilities to substantially the same condition in which the Leased Premise and
Leased Facilities existed before the occurrence of such fire or other
casualty and this Lease shall, subject to this Article 10, remain in
full force and effect except that the Lessee shall be entitled to a
reduction in Rental based upon the proportion of the unusable area (as
determined by the Lessee) that the area of the Leased
Premise or Leased Facilities rendered unusable by such damage bears
to the total area of the Leased Premise. The Lessee shall, at the Lessee’s
sole cost and expense, repair and replace all such movable furniture,
equipment, trade fixtures and personal property.


 


9

















 


10.4         If the Leased Premise or
Leased Facilities in whole or in part is damaged by fire or other casualty
not due to or arising from act of the Lessee or any of its Personnel, the
Lessor or any of its Personnel, or the Lessee is prevented from using the
Leased Premise due to Force Majeure, during the Lease Term and
(a) such damage causes the failure of essential use of the Leased
Premise by the Lessee, and (b) the repair and restoration work to be
performed by the Lessor or Lessee cannot, as reasonably estimated by the Lessor
or Lessee, be completed within two (2) months after the Lessor’s
knowledge of such fire or other casualty, or three(3) months
thereafter while due to Force Majeure, as the case may be, then
the injured and non-causing party (i.e., the party not causing the
destruction) shall have the right, by giving written notice to the other Party
within two (2) months after the occurrence of such fire or other
casualty, or three (3) months while due to Force Majeure, as the case may
be, to terminate this Lease as of the date of the end of such period.
If neither the Lessor nor the Lessee exercises the right to terminate this
Lease in accordance with this Article 10.4, the Lessor shall repair
such damage and restore the Leased Premises and this Lease shall, subject
to the Article 10 hereof, remain in full force and effect.  A total destruction of the Leased Premise not
due to or arising from act of the Lessee or any of its Personnel shall
terminate this Lease effective as of the date specified in the written notice
by either Party after such total destruction.


 


10.5         Either Party shall have the
right to terminate this Lease if any portion of the Leased Premise is
taken by exercise of the power of eminent domain of any governmental authority
in Taiwan, R.O.C. during the Lease Tenn (other than due to or arising
from act of the Lessee or any of its Personnel), such event interferes
the Lessee’s normal use of such portion of the Leased Premise that cannot
be cured for a period of more than three (3) months and the remaining
portion of the Leased Premise cannot reasonably accomplish the essential use by
the Lessee as determined by the Lessor and the Lessee in good faith for the
subject purpose of Lease. In each such case, either Party shall exercise such
termination right by giving three-month’s prior written notice to the
other Party.  If the Lessee does
not exercise such right to terminate this Lease in accordance with this Article 10.5,
this Lease shall terminate as to the portion of the Leased Premise upon written
notice after being taken as of the date of such taking and shall remain in
full force and effect as to the portion of the Leased Premise not so
taken, and the Rental shall be reduced upon written notice after the date
of such taking in the proportion that the area of the Leased Premise so taken
bears to the total area of the Leased Premise. If all of the Leased
Premise is taken by exercise of the power of eminent domain by any
governmental authorities in Taiwan, R.O.C. during the Lease Term
(other than due to or arising from act of the Lessee or any of its
Personnel) and such event interferes the Lessee’s normal use of the Leased
Premise that cannot be cured for a period of more than three (3) months,
this Lease shall terminate as of the date of such taking.


 


ARTICLE 11   -   RETURN OF LEASED PREMISE & LEASED
FACILITIES


 


11.1         Upon expiration or
termination of the Lease, the Lessee shall, at its sole cost and expense,
immediately on the same date return the Leased Facilities to the Lessor
and vacate the Leased Premise in the manner and status as delivered by
Lessor on


 


10

















 


the Effective Date (save to
the extent of normal wears and tears), clean and neat, and any remodeling,
refurbishment, decoration, partition, or article left inside or around the
Leased Premise or Building after the Lessee vacates the Leased Premise shall be
deemed to be abandoned by the Lessee at the disposal of the Lessor, to
which the Lessee shall have no objection. 
The Lessor may conduct the cleanness, recovery or other disposition of
all such remodeling, refurbishment, decoration, partition, and left articles at
the Lessee’s own cost and expense, and may withhold the Deposit for
deduction of all such costs and expenses until all the cleanness,
recovery or dispositions being consummated.


 


11.2         The Lessee must, upon the
termination or expiration of the Lease, return to the Lessor all keys and
security cards of stores, offices, and rooms, either furnished to,
or otherwise procured by, such Lessee, and in the event of the loss of any
keys and security cards so furnished, such Lessee shall pay to the Lessor the
cost of replacing the same or of changing the security, lock or locks
opened by such lost key or security card if Lessor shall deem it
necessary to make such change.


 


11.3         If the Lessee shall for any
reason remain in possession of the Leased Premise or Leased Facilities after
the date of expiration of the Lease Term or the Extended Lease Term or
three (3) months the earlier termination of this Agreement (unless the
Leased Premise and Leased Facilities are sold and transferred to the Lessee in
accordance with the Article 21), such possession shall be as a
lease-at-sufferance during which time the Lessee shall continue to pay the
rental that would be payable by the Lessee hereunder were the Lease then in
full force and effect with respect to the Leased Premise or Leased Facilities
and the Lessee shall continue to pay 200% of the Rental (according to the
most recent rental rate) that would otherwise be due and payable at such time
in addition to the Operating Expenses or other fees payable herein and all the
damages incurred by the Lessor as a result of such holdover. During such
three (3) months for earlier termination due to or as a result of the
Lessee or any of its Personnel, as a lease-at-sufferance, the Lessee shall
continue to pay the rental that would be payable by the Lessee hereunder were
the Lease then in full force and effect with respect to the Leased Premise or
Leased Facilities in addition to the Operating Expenses or other fees payable
herein.  During any period of lease
at sufferance, the Lessee shall be obligated to perform and observe all of the
terms, covenants and conditions of this Agreement, but shall have no rights
hereunder other than the right, to the extent given by law to tenant at
sufferance, to continue their occupancy and use of the Leased Premise or Leased
Facilities.  Nothing contained in
this Article11.3 shall constitute the consent, express or implied, of the
Lessor to the holding over of the Lessee after the expiration of the Lease or
earlier termination of this Lease, nor shall it be read or construed as renewal
of this Lease by operation of law, or applying to the Article 451 of the
Civil Law of Taiwan, R.O.C., or preventing the Lessor from maintaining a
suit for possession of the Leased Premise and/or Leased Facilities or
exercising any other remedy available to the Lessor at law or in equity.


 


ARTICLE 12   -   GENERAL INDEMNITY


 


12.1         The Lessee hereby agrees to
indemnify, defend, protect and hold the Lessor, its affiliates, directors,
officers, employees, consultants, contractors and agents harmless from and
against any and all claims, actions, proceedings, damages, fines,


 


11

















 


encumbrances, liens, losses,
liabilities, costs and expenses, including reasonable attorneys’ fees and
disbursements, and costs and expenses of investigation incurred (collectively, “Claims”),
to the extent such Claims (i) caused, arising from or as a result of
any breach of this Agreement by the Lessee or any of its Personnel or (ii) arising
from or related to the existence of the Hazardous Material caused,
permitted or committed by Lessee or any of its Personnel, or violation
of Environmental Requirements with respect to the Leased Premise, or
brought in, on the Leased Premise, or the actual or threatened migration
of Hazardous Material into or from the Leased Premise on and after
the Effective Date and such actual or threatened migration is caused, committed
or permitted by Lessee or its Personnel. The Lessor and any Assignee may,
at its option and at its sole expense, participate in any such action with
counsel of its own choice.  To the extent
that the Lessee has an indemnification obligation under this Article 12.1,
the Lessee shall, in its reasonable discretion, perform all remedial actions
necessary to remove any such Hazardous Material, or to remedy actual or
threatened migration into or from the Leased Premise of any Hazardous Material
caused by Lessee or its Personnel.


 


As
used in this Agreement, “Hazardous Materials” means any hazardous or toxic
substance, material or waste, or any pollutant or contaminant, or words of
similar import which is or becomes regulated by any governmental authority in
which the Leased Facilities, Leased Premise, Common Area or Building is
located, or the government of Taiwan.


 


As
used herein, the term “Environmental Requirements” means all laws,
ordinances, rules, regulations, orders and other requirements of the
government in Taiwan now in force or which may hereafter be in force relating
to protection of human health or the environment from Hazardous Material,
including all requirements pertaining to reporting, licensing, permitting,
investigation and remediation of emissions, discharges, storage, disposal or
releases of Hazardous Materials and all requirements pertaining to the
protection of the health and safety of employees or the public with
respect to Hazardous Material.


 


12.2         The Lessor shall indemnify,
defend, protect and hold the Lessee, its affiliates, directors, officers,
employees, consultants, contractors and agents harmless from and against
any and all Claims, to the extent such Claims (i) caused, arising from
or as a result of any breach of this Agreement by the Lessor in or on
the Leased Premise or Leased Facilities, or (ii) arising from or related
to the existence of Hazardous Material prior to the Effective Date caused,
committed or permitted by Lessor , or the actual or threatened migration of
Hazardous Material from or into the Leased Premises prior to the Effective
Date and such actual or threatened migration is caused, committed or permitted,
or the existence prior to the Effective Date of a violation of Environmental
Requirements. with respect to the Leased Premises caused by the Lessor,.  To the extent the Lessor has an
indemnification obligation under this Article 12.2, Lessor shall, in its
reasonable discretion, perform all remedial actions necessary to remove
any Hazardous Material in or on the Leased Premise, or to remedy actual or
threatened migration from the Leased Premise of any Hazardous Material, or to
remedy any actual or threatened violation of Environmental Requirements.


 


12.3         This Article 12 shall
survive any expiration or termination of this Agreement.


 


12






 










 


12.4                      Each of the
Lessor’s and Lessee’s remedies provided herein or by law, shall be cumulative
to and not exclusive of every other remedy, and remedies may be exercised
simultaneously or cumulatively.  No
failure or delay by the Lessor or Lessee to exercise any right or remedy shall
be a waiver thereof, nor shall any written waiver or consent extend to any
instance other than the one for which it is given.


 


12.5                      None of the
Lessor’s officer, director, shareholder, partner or principal of the
Lessor, whether disclosed or undisclosed, shall be under any personal
liability with respect to any of the provisions of this Lease.


 


ARTICLE 13   -   REPRESENTATIONS AND WARRANTIES


 


13.1                      The Lessor
represents and warrants as follows:


 


13.1.1.  The
Lessor is duly organized, validly existing, and has all requisite authority to
lease the Leased Premise and the Leased Facilities, and each individual of the
Lessor represents and warrants that it is duly authorized to execute and
deliver this Agreement on behalf of the Lessor; and


 


13.1.2.  This Agreement is binding on the Lessor in
accordance with its terms;


 


13.1.3. 
Except for the representations and warranties set forth in this Article
13.1, the Leased Premise and Leased Facilities are provided on a “AS-IS, WHERE
IS” basis, without representation, warranty or covenant of any kind, and the
Lessor hereby expressly disclaims any and all other representations, warranties
and conditions, express, implied, statutory or otherwise, including without
limitation, any warranty of its fitness or suitability for a particular
purpose, use, condition, design, operation, merchantability, value or the
ability of the Lessee to utilize either or all of them (or any part thereof) to
meet any proper functioning of the products. Neither the Lessor nor the
Landlord shall be liable for any latent, hidden, or patent defect on the Leased
Facilities or its failure, or any part thereof, to comply with any legal
requirement.  The foregoing is in lieu of all warranties of Leased
Premise and Leased Facilities, express or implied, whether arising by law,
custom or conduct.  The Lessee and its
affiliates have been afforded full opportunity to inspect each Leased Premise
and Leased Facilities and the improvements thereon (if any), are satisfied
with the results of its inspections and is entering into this Lease solely
on the basis of the results of its own inspections, and all risks incident to
the matters described in the preceding sentence are to be borne by the Lessee.


 


13.2                      The Lessee
represents and warrants as follows:


 


13.2.1.  The Lessee is duly organized, validly
existing, in good standing in the jurisdiction of its incorporation, and has
all requisite power and authority to enter into this Agreement and to conduct
business in the jurisdiction where it is currently or will be located, and each
individual executing this Agreement on behalf of the Lessee represents and
warrants that he or she is duly authorized to execute and deliver this
Agreement on behalf of the Lessee; and


 


13.2.2.  The Agreement is binding on the Lessee in
accordance with its terms.


 


13

















 


13.2.3.  The Lessee shall not cause or permit any
Hazardous Material to be brought upon, kept or used in or about the Leased
Premise, Leased Facilities or Building, or the Common Area that results in
a risk of harm to person or property or otherwise negatively affect either of
their value or marketability, or is or become subject to any violation of
any applicable law or regulations, including without limitation the
Environmental Requirements and their amendments in effect during the Term or
the Extended Lease Term.


 


ARTICLE 14   -   EARLY TERMINATION


 


14.1                      Notwithstanding
the term of this Agreement, this Agreement may be terminated as a whole, with a
ninety (90) day written notice upon occurrence of any of the
following events, in which event this Lease shall expire and terminate on
the date specified in such notice:


 


(i)             By either Party, where the
other Party (the “Incurred Party” ) has elected to wind up and dissolved,
becomes insolvent, makes an assignment for the benefit of creditors, files a
voluntary petition in bankruptcy or for reorganization, insolvency or is
adjudicated as bankrupt or insolvent, or has a liquidator or trustee appointed
over its affairs and such event or appointment affects the due performance of
this Agreement by such Incurred Party (i.e. the Lessee’s obligation for
on-time payment while the Incurred Party is the Lessee , or the Lessee’s normal
use in accordance herewith while the Incurred Party is the Lessor), and
shall not have been terminated or discharged within thirty (30) days thereof;
or


 


(ii)          By either Party, if the
material performance of the other Party under this Agreement is delayed
for a period of two (2) months due to Force Majeure as described above, then
such Party (whose performance is not required due to Force Majeure) shall
be entitled to terminate this Agreement with immediate effect.


 


14.2                      Intentionally
Deleted.


 


14.3                      If an Event of
Default occurs, in addition to the right provided in the Article 14.2,
the Lessor may, request to sequestrate the Deposit (besides the Rental,
Operating Expenses and other amounts then due and payable), proceed by court
action to enforce performance by the Lessee and/or to recover all damages and
expenses incurred by the Lessor by reason of any Event of Default, and exercise
any other right or remedy available to the Lessor at law or in
equity.  Also, the Lessee shall
pay the Lessor all costs and expenses (including reasonable attorneys’
fees, court costs, legal fees and costs and fees of collection agencies)
incurred by the Lessor in enforcing any of the terms, conditions or provisions
of this Agreement.  The amount as
calculated above shall be deemed immediately due and payable, and the Lessor
may take the Deposit to compensate such damages, costs and expenses.  The rights, powers and remedies of the
Lessor provided herein are cumulative and are in addition to, and not exclusive
of, any other right or remedy given hereunder or now or hereafter existing
at law or in equity or by statute or otherwise, and may be enforced
concurrently therewith or from time to time.


 


14

















 


14.4                      The Lessee or
the Lessor may, in consideration of business operation or for convenience,
terminate this Agreement with a six (6)-month prior written notice to
the other Party.


 


14.5                      Except for the
provisions set forth in this Article 14, neither Party may terminate
this Agreement without prior written consent by the other Party, whether
in whole or in part.


 


14.6                      Termination of
this Agreement shall be without prejudice to the accrued rights and liabilities
of the Parties on or prior to the date of termination, unless expressly
waived in writing by the Parties. 
The Lessee shall remain liable for all obligations under this Lease
arising up to the date of such termination, and the Lessor’s acceptance of
Rental, Operating Expenses or other amounts in full or in part
following an Event of Default hereunder shall not be construed as a waiver
of such Event of Default.


 


ARTICLE 15   -   NOTICES


 


Any
and all notices, requests, waivers and other communications made pursuant to
this Agreement shall be made in writing in the English language, and delivered
by hand, mail, facsimile, overnight delivery service, or any other mode of
communication routinely used by the Parties in their course of dealing to the
address and number set forth below in this Article 15, or to such other address
and/or number as the recipient may indicate in writing.  Any such notice or communication shall
be deemed received when so deemed under Article 95 of the R.O.C. CivilCode
..


 


If to the Lessee:


Semi-Photonics
Co., Ltd.


7F,
No.13, Ke Jung Rd.


Chu-Nan
Site, Hsinchu Science Park


Chu-Nan
350, Taiwan


Attn:  Legal Counsel


Fax:   +1-208-728-3700


 


If to the Lessor:


Luxxon
Technology Corporation


 


Attn:


Fax:


 


ARTICLE 16   -   AMENDMENT AND MODIFICATION


 


The
Agreement shall not be amended, modified or altered in any manner except in
writing signed by the Parties.


 


ARTICLE 17   -   ENTIRE AGREEMENT


 


The
Agreement and the attached Schedules, which are incorporated by reference
and made an integral part of the Agreement, constitute the entire
agreement between the


 


15

















 


Parties.  No agreements, representations, or warranties
other than those specifically set forth herein or in the attached Schedules
shall be binding on the Parties unless set forth in writing and signed by the
Parties.  The captions set forth herein
and in each Schedule are for convenience only and shall not define or limit any
of the terms herein or therein.


 


ARTICLE 18   -   SEVERABILITY


 


If,
in light of a particular set of facts and circumstances, any provision or
provisions of this Agreement will be held to be invalid or unenforceable by any
court or arbitrator of competent jurisdiction, then: (i) the validity and
enforceability of such provision or provisions as applied to any other
particular facts or circumstances and the validity of other provisions of this
Agreement will not in any way be affected or impaired thereby; and (ii) such
provision or provisions will be reformed without further action by the Parties
hereto, but only to the extent necessary to make such provision or provisions
valid and enforceable when applied to such particular facts and circumstances.


 


ARTICLE 19   -   GOVERNING LAW; DISPUTE RESOLUTION


 


This
Agreement shall be governed in all respects by the laws of the R.O.C. without
regard to provisions regarding choice of laws, and the Taoyuan District Court
shall have exclusive jurisdiction over any dispute arising under this
Agreement.  This Agreement is in both
English and Chinese languages, and if any dispute, inconsistency, or conflict,
the English text of this Agreement and its interpretation shall control and
prevail over the other language in all respects.


 


ARTICLE 20   -   NON-ASSIGNABILITY; BINDING EFFECT


 


20.1                      Neither this
Agreement, nor any of the rights or obligations of the Parties hereunder, shall
be assignable by any Party without the prior written consent of the other
Parties, provided, however, that the Party may, without requirement of any
consent of the other Party, assign its rights and/or obligations hereunder
or this Agreement to its subsidiary or affiliates, upon thirty (30) days’
prior written notice to the other Party. 
This Agreement and the Lease may not be subleased or assigned by the
Lessee, in whole or in part, to its affiliates or any third party (except by
law) without on each occasion first obtaining the prior express written consent
of the Lessor, and in the case of a sublease, the Lessee shall remain
fully liable for any obligations under this Agreement, and in the case of
assignment, the Lessee shall remain fully liable for any obligations under this
Agreement until such assignee execute a separate lease agreement with the
Lessor        and the assignee shall assume all
of the obligations of the Lessee with respect to the Lessor hereunder. To
obtain the Lessor’s consent, which shall not be unreasonably withheld, the
Lessee shall give the Lessor written notice specifying the name and business of
the assignee or sublessee, its intended use (including any hazardous materials
to be used in any manner at the Leased Premise), the amount of rental or other
consideration, the proposed effective date and duration and other details of
the assignment or subletting.  The Lessee shall be liable for any and
all acts or obligations of, or disputes with, the sublessees, whether or
not with the Lessor’s consent, without, however, relieving the Lessee of any of
its obligation or liability for the entire Lease.


 


16

















 


No
transfer, assignment, subletting or occupancy, whether or not with the Lessor’s
consent, shall be deemed the acceptance of the sublessee, as the Lessee, or a
release of the Lessee from its full and complete performance of all the
obligations hereunder and the terms hereof, and the terms thereof shall in
no event surpass or supersede the rights of the Lessee provided herein.


 


20.2                      Notwithstanding
the foregoing, the Lessee acknowledges that the Lessor may transfer, sell,
pledge, assign and/or convey its interest in each Lease, the Rental due
thereunder or the Leased Premise or Facilities listed therein, in whole or in
part, to an assignee (the “Assignee”), which may be represented by a bank
or trust company acting as a trustee of such Assignee.  EACH OF THE LESSEE AND LESSOR ACKNOWLEDGES
THAT ANY ASSIGNMENT OR TRANSFER BY THE LESSOR, LANDLORD OR ANY ASSIGNEE SHALL NOT
MATERIALLY CHANGE THE LESSEE’S OBLIGATIONS UNDER THE ASSIGNED LEASE, AND THE
ASSIGNEE SHALL ASSUME ALL OF THE OBLIGATIONS OF THE LESSOR WITH RESPECT TO THE
LESSEE.  Any Assignee shall be entitled
to enforce all the rights so assigned, the Lessor shall be entirely free and
released from any obligations accruing thereafter under this Lease, and the
Lessee agrees to look solely to Lessor’s successor in interest for performance
of such obligations; provided, in each case, the Assignee shall assume all
of the obligations of the Lessor with respect to the Lease.  The Lessor and the Lessee acknowledge and
agree that all of the rights against the other under this Agreement shall be
unaffected except as provided herein. 
The Lessee agrees that upon notice of assignment of this Lease, it shall
pay directly to the Assignee, unconditionally, all amounts which become due
hereunder..


 


ARTICLE 21   -   FIRST REFUSAL RIGHT


 


21.1                      Subject to the
Lessee’s full compliance with all the terms provided herein and
without any occurrence of the Event of Default during the Lease Term
and/or Extended Lease Term (including their date of expiration), the Lessor
hereby grants to the Lessee a non-assignable and non-transferable right to
purchase all, but not less than all, of the Leased Facilities during the
Lease Term and/or Extended Lease Term (unless is earlier terminated) in the
event that the Lessor determines to sell the Leased Facilities.  The Lessor will provide the Lessee a written
notice (the “First Refusal Right Notice”) indicating the price and other terms
and conditions for such sale (the “Offered Purchase”), and the Lessee shall
irrevocably respond to the Lessor in writing within fifteen (15) business
days of the Lessor’s notice ensuring the Lessee’s decision to buy
accordingly.  Failure to respond the
Lessor in accordance with the aforesaid shall be deemed that the Lessee
has elected not to exercise such rights and Lessee’s first refusal rights
provided under this Article 21 shall be deemed waived and immediately
expire.  The Lessor shall have no
obligation to sell any Leased Facilities to the Lessee unless and until
all of the Leased Facilities shall be purchased and paid by the Lessee on
the equivalent terms and conditions offered by the Offered Purchase.  It is expressly understood by the parties
hereto that any purchase hereunder SHALL BE WITHOUT REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, on the part of the Lessor and that the
Lessor sells the Leased Facilities hereunder on a “AS IS,” “WHERE IS” basis.


 


17

















 


21.2                      If the Lessee
elects not to purchase the Leased Facilities according to Article 21.1, then
Lessor shall have the right to sell to the Leased Facilities on the terms and
conditions specified in the First Refusal Right Notice.  Lessee’s right provided
in this Article shall not apply to any sublessee or assignee unless
agreed by the Lessor in writing.


 


The
Parties agree to have the Agreement to be notarized by the public notary
institutions chose by the Parties, cost of which shall be shared by the Parties
50-50.


 


IN
WITNESS WHEREOF, the Parties have duly executed the Agreement.


 


 




	
  Lessor:

  	
   

  	
  LUXXON
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Lessee:

  	
   

  	
  SEMI-PHOTONICS
  CO., LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  






 


18

















 


Schedule A


 


The Leased Premise


 


(a)                                 Address of the Building:
12-5, Dungshr, 2 Lin, Dungming Tsuen, Shinwu Shiang, 327,


Taoyuan
County, Taiwan, R.O.C.


 


(b)                                 Location of the Leased
Premise:


The
Leased Premise is located on a parcel of the fourth floor of the Building as
outlined in the drawing attached:


The
Space of the Fourth Floor  [As attached]


 


The
Space of the Leased Premise: approximately 5,030.51 square meters (1,521.73)


 


(c)                                  The lease will contain a
non-exclusive right to use, in common with the Lessor and other lessees of the
Building (and their employees, guests and other invitees), the following Common
Area:


 


19

















 





 


20

















 


Schedule B


 


The Leased Facilities


 


	
  No.

  	
   

  	
  Code

  	
   

  	
  Item

  
	
  1

  	
   

  	
  16320004

  	
   

  	
  Cleanroom
  construction

  
	
  2

  	
   

  	
  16330008

  	
   

  	
  Gas
  Pipe (Not Include Hook-up )

  
	
  3

  	
   

  	
  16310005

  	
   

  	
  Factory
  Steel I-Beam-Build

  
	
  4

  	
   

  	
  16330011

  	
   

  	
  Process
  Pipe Hook-up (DI Exhaust)And Additional Cost

  
	
  5

  	
   

  	
  16330010

  	
   

  	
  Power
  Hook-UP And Additional Cost

  
	
  6

  	
   

  	
  16320001

  	
   

  	
  Epoxy
  floor works

  
	
  7

  	
   

  	
  15350024

  	
   

  	
  Oil
  Free Compressor(CDA)

  
	
  8

  	
   

  	
  16330007

  	
   

  	
  Main
  Fire System

  
	
  9

  	
   

  	
  16320005

  	
   

  	
  Cleanroom
  improvements

  
	
  10

  	
   

  	
  16330003

  	
   

  	
  Fireproof
  Infilling Engineering

  
	
  11

  	
   

  	
  16320002

  	
   

  	
  Cleanroom
  floor works

  
	
  12

  	
   

  	
  15350003

  	
   

  	
  Generator
  Exhaust Smoke Depurator

  
	
  13

  	
   

  	
  16330012

  	
   

  	
  Acid
  Exhaust Duct Modify

  
	
  14

  	
   

  	
  16330017

  	
   

  	
  NH3
  CQC And VMB Install

  
	
  15

  	
   

  	
  16330019

  	
   

  	
  Roof
  Exhaust SUS 316 Duct Material Chang To PP Pipe

  
	
  16

  	
   

  	
  16330016

  	
   

  	
  Acid
  Exhaust Duct 4F Walk-wayModify

  
	
  17

  	
   

  	
  16330020

  	
   

  	
  HIGH
  Voltage Wire And ACB2/ACB4 Panel Modify

  
	
  18

  	
   

  	
  16320003

  	
   

  	
  CLEAN
  ROOM Air Exhaust works

  
	
  19

  	
   

  	
  16380002

  	
   

  	
  Fab
  refurbishment

  
	
  20

  	
   

  	
  16310002

  	
   

  	
  Wall
  fixing and painting

  
	
  21

  	
   

  	
  16310003

  	
   

  	
  Firefighting
  items

  



 


21