exhibit10-4.htm


    
      
         


      

      
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    Lease
Agreement No.1

     

     

     

    
 

    
      
        
        

      

      
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    AN AGREEMENT is made the
16th day
of May 2008

    BETWEEN the Landlord and the
Tenant whose names addresses or registered office and descriptions are more
particularly described and set out in the First Schedule hereto.

    


    WHEREBY IT IS AGREED as
follows:

    


    1.             PREMISES/TERM/RENT

    


    1.01       The
Landlord shall let and the Tenant shall take All That the Premises more
particularly described and set out in the Second Schedule hereto (“the Premises") Together with
the use in common with the Landlord and all others having the like right
of the entrance staircases, passages landings and lavatories (if any) of the
building of which the Premises form part more particularly described in the said
Second Schedule ("the
Building") in so far as the same are necessary for the proper use and enjoyment of the
Premises (and except in so far as the Landlord may from time to time restrict
such use) and together with the use in common with others of the lifts
escalators and
central air-conditioning, if any, (whenever the same shall be operating) for the
term and at the rent ("the
Rent") and in manner more particularly described and set out in the Third
Schedule hereto Subject to and with the benefit of the Deed of Mutual Covenant
and the Management Agreement (if any) of the Building.

    


    2.           TENANT’S
COVENANTS

    


    2.01                      The
Tenant hereby agrees with the Landlord as follows: -

    


    (a)           TO PAY RENT

    


    To pay
the Rent on the days and in manner described and set out in the said Third
Schedule.

    


    (b)                      TO PAY AIR-CONDITIONING AND OTHER
CHARGES

    


    To pay or
discharge all air-conditioning (if any), maintenance or management fee or
charges in respect of the Premises duly and in accordance with the provisions of
the Deed of Mutual Covenant and Management Agreement (if any) of the
Building.

    


    (c)           TO PAY RATES TAXES,
ETC.

    


    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 Hong Kong or other lawful authority upon
the Premises or upon the owner or occupier thereof (Government rent and Property
Tax (if any) and outgoing of a capital or non-recurring nature only (if any)
expected) Provided That all charges and outgoings in relation to the Tenant's own installations shall
be borne by the Tenant solely.

    



    
      
         


      

      
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    (d)           TO PAY GAS, WATER AND ELECTRICITY
CHARGES

    


    To pay
and discharge all charges for gas, water, electricity and telephone rental and
other outgoings now or at any time hereafter consumed by the Tenant and
chargeable in respect of the Premises and to make all necessary deposits
therefore.

    


    


    (e)           USER

    


    Not to
use the Premises for any purpose other than for the purpose and under the name
as described and set out in the said Third Schedule.

    


    
      	
              (f)

            	
              NOT TO USE PREMISES AS SLEEPING
      QUARTERS OR DOMESTIC
PREMISES

            


    

    


    Not to
use or permit or suffer the Premises or any part thereof to be used as sleeping
quarters or as domestic premises within the meaning of the Landlord and Tenant
(Consolidation) Ordinance or similar legislation for the time being in
force.

    


    (g)                      NOT TO PERMIT ILLEGAL OR IMMORAL
USE

    


    Not to
use or permit or suffer the Premises to be used for any illegal or immoral
purpose or for any purpose which is in contravention of the terms and conditions
contained in the Government Lease or Conditions under which the Premises are
held from the Government and not to carry on any trade or business thereon which
is now or may hereafter be declared to be an offensive trade under the Public Health &
Urban Services Ordinance or any other Ordinances or Regulations and any
enactment amending or substituting the same.

    


    (h)                      TO KEEP INTERIOR ETC. IN
REPAIR

    


    To keep
all the interior of the Premises including the flooring and interior plaster or
other finishes or rendering to walls floors and ceilings and the Landlord's
fixtures therein including all doors windows installations/wiring/pipes/drains
in the Premises for the supply of water gas electricity and for sanitation
(inclusive of basins sinks baths and sanitary conveniences) in good clean and
tenantable repair and condition and properly preserved and painted and so to
maintain the same at the expense of the Tenant and to deliver up the same to the
Landlord at the expiration or sooner determination of the term in like condition
(fair wear and tear excepted).

    


    (i)           TO PROTECT INTERIOR FROM APPROACHING
TYPHOONS

    


    To take
all reasonable precautions to protect the interior of the Premises against
damage by storm or typhoon or the like.

    


    


    
      
        
        

      

      
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              (j)

            	
              TO REPAIR AND REPLACE
      ELECTRICAL WIRING ETC. WITHIN THE
  PREMISES

            


    

    


    To repair
or replace if so required by the appropriate supply company statutory undertaker
or authority (as the case may be) under the terms of any Electricity Supply or similar
Ordinance for the time being in force or any Orders in Council or Regulations
made thereunder all electrical wiring installations and fittings within the
Premises from the Tenant’s meter or meters to and within the same.

    


    


    


    
      	
              (k)

            	
              TO KEEP SANITARY AND WATER
      APPARATUS USED EXCLUSIVELY IN GOOD
REPAIR

            


    

    


    To keep
the sanitary and water apparatus used exclusively by the Tenant and his
servants, agents and licensees in good clean and tenantable repair and condition
(fair wear and tear excepted) to the satisfaction of the Landlord and in
accordance with the Regulations or by-laws of all Public Health and other
Government Authorities concerned.

    


    


    (l)           TO PERMIT LANDLORD TO ENTER AND VIEW
TO REPAIR, ETC.

    


    To permit
the Landlord and all persons authorised by him at all reasonable times upon
prior appointment except in case of emergency to enter and:-

    


    
      	
              (i)  

            	
              view
      the state of repair of the Premises, to take inventories of the fixtures
      therein, to carry out any works or repairs which may be required to be
      done, and during the last three months of the said term, to show the
      Premises to prospective tenants or purchasers Provided That the Landlord
      shall cause as little interference to the Tenant as reasonably possible;
      and

            


    

    


    
      	
              (ii)  

            	
              carry
      out any works or repairs in respect of the Premises in the Building
      Provided That in this connection the Landlord shall be responsible to make
      good all damage done to the
Premises.

            


    

    


    (m)
           TO EXECUTE REPAIR ON RECEIPT OF
NOTICE

    


    On
receipt of any reasonable notice from the Landlord or his authorised
representatives specifying any works or repairs which they require to be done
and which are the responsibility of the Tenant within a reasonable times to put
in hand and execute the same with all possible despatch and without any
delay.

    



    
      
         


      

      
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              (n)  

            	
              NOT TO ERECT INSTALL OR ALTER
      PARTITIONING FIXTURES ETC. WITHOUT LANDLORD'S
    CONSENT

            


    

    


    Not
without the previous written consent of the Landlord (which consent shall not be
unreasonably withheld) to erect, install or alter any fixtures partitioning or
other erection or installation in the Premises or any part thereof.

    


    (o)           TO REMOVE ILLEGAL
STRUCTURES

    


    To remove
at the cost of the Tenant any structure erections partitions and other
alterations put up by the Tenant at any time during the said term if required by
the Building Authority or other competent Government Departments where the same
were or have been put up by the Tenant with or without the consent of the
Landlord to make good all damage caused by such removal. The Landlord shall not
be responsible to the Tenant for any loss suffered by the Tenant in any way as a
result of such removal.

    


    (p)           NOT TO CUT INJURE OR MAIM WALLS,
ETC.

    


    Not to
cut, maim, injure, drill into, mark or deface or permit or suffer to be cut
maimed injured drilled into marked or defaced any doors, windows, walls, beams,
structural members or any part of the fabric of the Premises nor any of the
plumbing or sanitary apparatus or
installations included therein
without the previous consent of the Landlord which consent shall not be
unreasonably withheld.

    


    (q)           NOT TO DRIVE NAILS ETC. INTO
CEILINGS, WALLS OR FLOORS

    


    Not to
drive or insert or permit or suffer to be driven or inserted any nails, screws,
hooks, brackets or similar articles into the ceilings walls or floors of the
Premises without
the previous consent of the Landlord which shall not be unreasonably withheld
nor without the like consent to lay or use any floor covering which may damage the
existing flooring.

    


    (r)           NOT TO DISPLAY SIGNS, NAME ETC. IN
PLACES PROVIDED

    


    Not to
affix or display or permit or suffer to be affixed or displayed outside the
Premises any signboard, sign, decoration or other device whether illuminated or
not, which may be visible from outside the Premises save that:-

    


    
      	
                 (i)

            	
              Tenant
      shall be entitled at his own expense in display his name exhibited in
      English and Chinese in such form or lettering or characters to be approved
      by the Landlord on the Directory Boards (if the same are provided in the
      Building);

            


    

    


    
      	
                 (ii)

            	
              Tenant
      shall be entitled at his own expense to have his name painted or
      affixed in
      plain lettering and characters to be approved by the Landlord
      on the Tenant’s entrance door or
doors.

            


    

     

    
 

    
      
        
        

      

      
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    If Tenant
carries on business under a name other than his own name, he shall notify the
Landlord of the name under which his business is carried on and shall be
entitled to have that name displayed painted or affixed as aforesaid but the
Tenant shall not be entitled to change the business name without the previous
written consent of the Landlord which the Landlord may give or withhold at his
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 he may think fit to show that no breach of
Clause 2(al) has taken place or is about to take place.

    


    (s)           NO HANGING IN COMMON
PARTS

    


    Not to
use or cause or permit the use of the corridors, staircases or other common
passages of the Building for the purpose of drying laundry or hanging or placing
or storing any article or thing thereon or therein and not to permit the
Tenant’s agents, servants, employees, guests invitees to use the same for
loitering or eating.

    


    
      	
               
      

            	
              (t)    NOT TO
      ENCUMBER OR OBSTRUCT PASSAGES AND COMMON AREAS,
  ETC.

            


    

    


    Not to
encumber or obstruct or permit to be encumbered or obstructed with any box
packaging or other obstruction of any kind or nature any of the entrance,
staircases, landings, passages, lifts, lobbies or other parts of the Building in
common use and not to leave rubbish or any other article or thing in any part of
the Building not in the exclusive occupation of the Tenant.

    


    (u)           NOT TO LAY WIRING OR CABLES ETC. IN
THE PUBLIC AREAS

    


    Not to
lay install affix or attach any wiring cables or other articles or things in or
upon any of the entrances staircases landings passageways lobbies or public
area.

    


    (v)                      NO SUPPORTS ETC. ERECTED ON EXTERIOR
WALLS

    


    Not to
install or affix or erect any supports or any iron brackets or venetian blinds
or sun blinds of any description to or on any part of the exterior walls of the
Building for any purpose including the installation of
air-conditioners without prior written approval of the Landlord.

    


    (w)           NO OPENINGS ON EXTERIOR
WALL

    


    Not to
make any openings on any part of the exterior walls of the Building
except with the written consent of the Landlord.

    


    


    (x)                      NO SHELTERS ON FLAT ROOFS,
ETC.

    


    Not to
erect any shelters or coverings on any part of the flat-roofs or roof of the
Building.

     

     

    
      
        
        

      

      
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    (y)                      NO WIRING FROM
WINDOW

    


    Not to
erect or hang any wire or aerial wiring from the windows or outside the exterior
walls of the Building.

    


    (z)           NOT TO OVERLOAD

    


    Not to
store or place any goods machinery or other things on or in any part of the
Premises which impose a loading exceeding 150 lbs. per square foot.

    


    (aa)                      COMPLYING WITH GOVERNMENT
REGULATIONS

    


    All
machinery placed on or affixed to the Premises must be cushioned and the number
of workers working or staying in the Premises must be restricted in accordance
with Government Regulations.

    


    
      	
              (ab)

            	
              NOT TO INSTALL FURNANCE, ETC.
      WITHOUT PRIOR GOVERNMENT
PERMISSION

            


    

    


    Not to
install any furnace, boiler or other plant or equipment in the Premises or use
any fuel that might in any circumstances produce smoke without first obtaining
permission in writing from the Commissioner of Labour Provided That such
installation or user shall not amount to a breach of any terms and conditions in
the Government Grant or the Deed of Mutual Covenant and the Management Agreement
(if any) of the Building.

    


    (ac)           FIRE-FIGHTING
EQUIPMENT

    


    All
fire-fighting equipment (if any) installed in the Premises shall be and remain
the property of
the Landlord and the Tenant shall take due care thereof and in particular the
Tenant shall not allow such equipment to be moved to any other position. The
Tenant shall further pay the annual charge or fees of all the fire-fighting
equipment installed in the Premises.

    


    
      	
              (ad)

            	
              TO ELIMINATE AND REDUCE
      VIBRATION AND DUMPING PRODUCED BY
  MACHINERIES

            


    

    


    The
Tenant shall mount and equip his machinery particularly machinery with
horizontal reciprocating action and every part thereof with anti-vibration
absorbers and anti-dumping absorbers of such types and designs as first approved
of in writing by the Landlord's architect and shall comply with all directions
or orders of the Landlord for eliminating and reducing vibrations and dumping
produced by the operation and running of any of the machinery installed at the
Premises.

    


    (ae)           NOT
TO ALTER SMOKE LOBBY DOORS

    


    Not to
alter the position of the smoke lobby doors or to make any additions to such
doors.

     

     

    
      
        
        

      

      
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    (af)                      NOT
TO OVERLOAD LIFTS

    


    Not to
overload the lifts in the Building in excess of their maximum capacity and to be
responsible for any damage caused by any breach hereof.

    


    (ag)                      NOT
TO PREPARE FOOD OR PERMIT ODOURS

    


    Not to
prepare or permit or suffer to be prepared any food in the Premises or to cause
or permit any offensive or unusual odours to be produced upon permeate through
or emanate from the Premises.

    


    (ah)                      NOT
TO PRODUCE MUSIC OR NOISE AUDIBLE OUTSIDE

    


    Not to
produce or permit or suffer to be produced any music or noise (including sound
produced by broadcasting or any apparatus or equipment capable of producing,
reproducing, receiving or recording sound) so as to cause a nuisance to other
users of the Building and where music is to be regularly played to install at
the Tenant’s cost or expense and to the satisfaction of the Landlord adequate
sound proofing or insulation devices in the Premises.

    


    (ai)                      NOT
TO PERMIT ANY 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 to the Landlord or to the tenants or occupiers of the other premises
in the Building or in any adjoining or neighbouring building.

    


    (aj)                      NOT
TO KEEP ITEMS OF COMBUSTIBLE OR HAZARDOUS GOODS

    


    Not to
keep or store or permit or suffer to be kept or stored in the Premises any arms,
ammunition, gun-powder, salt-petre, kerosene or other explosive or combustible
substance or otherwise unlawful or dangerous or hazardous goods except with the
consent and approval of the appropriate Government authorities. If consent and
approval has been obtained, certified copy of the Consent and Approval Letter or
License should be produced to the Landlord before the storage.

    


    (ak)                      NOT
TO KEEP ANIMALS OR PETS AND TO PREVENT INFECTION

    


    Not to
keep or permit or suffer to be kept any animals or pets inside the Premises and
to take all such steps and precautions to the satisfaction of the Landlord to
prevent the Premises or any part thereof from becoming infested by termites,
rates, mice, roaches or any other pests or vermin.

    


    (al)                      NOT
TO ASSIGN UNDERLET, ETC.

    


    Not to
assign, underlet, part with possession of or transfer the 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 Premises or any part thereof
irrespective of whether any rental or other consideration
is given therefor. The tenancy shall be personal to the Tenant named in this
Agreement and without in any way limiting the generality of the foregoing, the
following acts and events shall, unless approved in writing, be deemed to be
breaches of this Clause:-

     

     

    
      
        
        

      

      
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              (i)  

            	
              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;

            


    

    


    
      	
              (ii)  

            	
              in
      the case of a tenant who is an individual (including a sole surviving
      partner or 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 Premises or any part thereof shall vest in the executors
      administrators personal representatives next of kin trustee or committee
      of any such individual;

            


    

    


    
      	
              (iii)  

            	
              in
      the case of a corporation, any reconstruction, amalgamation, merger
      or  voluntary liquidation or any change in shareholding or in
      the control of ultimate beneficial ownership;
  and

            


    

    


    
      	
              (iv)  

            	
              the
      giving by the Tenant of a Power of Attorney or similar authority whereby
      the donee of the power obtains the right to use, possess, occupy or enjoy
      the Premises or any part thereof or does in fact use, possess, occupy or
      enjoy the same.

            


    

    


    
      	
              (am)

            	
              NOT
      TO BREACH GOVERNMENT LEASE OR CAUSE INSURANCE TO BE VOIDED OR PREMIUM
      INCREASED

            


    

    


    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 land on
which the Building stands is held from the Government or whereby any insurance
on the Building against loss or damage by fire 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 at his
option either to terminate this Agreement or to continue the same upon payment
by the Tenant of the additional premium and upon such other terms and conditions
as the Landlord may at his discretion think fit to impose.

    



    
      
         


      

      
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              (an)

            	
              TO
      COMPLY WITH DEED OF MUTUAL COVENANT AND ORDINANCES,
  ETC.

            


    

    


    To obey
and comply with and to indemnify the Landlord against the breach of the Deed of
Mutual Covenant and Management Agreement (if any) of the Building and all
ordinances, regulations, by-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 Premises or to any other acts deeds matters or things
done permitted suffered or omitted therein or thereon by the Tenant or any
employee agent or licensee of the Tenant.

    


    (ao)                      TO
MAKE GOOD DAMAGE TO BUILDING

    


    To make
good at the expenses of the Tenant any portion of the Building which may be
damaged through any omission act or default of the Tenant or of any of his
servants, visitors or through the escape of water, fire, smoke or fumes from or
explosion in the Premises.

    


    (ap)                      TO
REIMBURSE LANDLORD FOR WORK DONE

    


    To
reimburse the Landlord for the costs of any work which the Tenant is liable to
perform hereunder and has defaulted in performing the same including but not
limited to all reasonable costs incurred by the Landlord in cleansing or
clearing 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 or licensee of the Tenant.

    


    
      	
               
      

            	
              (aq)  TO
      BE RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY INTERIOR
    DEFECTS

            


    

    


    To be
wholly responsible for any loss damage or injury caused to any other person
whomsoever directly or indirectly through the defective or damaged condition of
any part of the interior of the Premises save and except where such loss damage
or injury arises through the breach or non-observance or non-performance by the
Landlord of the Landlord's covenants or through the neglect or lack of proper
skill on the part of the Landlord or any employee contractor or agent of the
Landlord and Subject as aforesaid to make good the same by payment or otherwise
and to indemnify the Landlord against all actions, proceedings, claims and
demands made upon the Landlord in respect of any such loss damage or injury and
all costs and expenses incidental thereto.

    


    
      	
              (ar)

            	
              TO
      BE RESPONSIBLE FOR CONTRACTORS SERVANTS AGENTS AND
    LICENSEES

            


    

    


    To be
responsible to the Landlord for the acts neglects and defaults of all
contractors, servants, agents and licensees of the Tenant as if they were the
acts neglects and defaults of the Tenant himself and for the purposes of this
Agreement "Licensee"
shall include any person present in using or visiting the Premises with the
consent of the Tenant, express or implied.

     

     

    
      
        
        

      

      
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              (as)

            	
              TO
      NOTIFY LANDLORD OF ACCIDENTS AND DEFECTS IN FITTINGS AND
      FIXTURES

            


    

    


    To notify
the Landlord of any accidents to or defects in the water pipes, gas pipes,
electrical wire or fittings or other facilities provided by the Landlord in the
Premises whether or not the Tenant is liable hereunder for the repair of the
same upon the same coming to the knowledge of the Tenant.

    


    (at)                      TO
REMOVE REFUSE TO A PLACE SPECIFIED BY LANDLORD

    


    To remove
each day from the Premises all refuse and rubbish to such spot as shall be
specified by the Landlord from time to time and subject to such reasonable rules
and regulations as the Landlord may from time to time determine.

    


    (au)                      RE-INSTATE
PREMISES

    


    The
Landlord reserves the rights to request the Tenant to make good all damage
caused or occasioned by the erection and removal of alterations partitions or
other erections.

    


    (av)                      TO
YIELD UP AT THE END OF THE TERM

    


    Quietly
to yield up the Premises together with all fixtures, fittings and additions
therein and thereto which the Landlord agrees to retain at the expiration or
sooner determination of this tenancy in good clean and tenantable repair and
condition (fair wear and tear excepted).

    


    
      	
              3.  

            	
                             LANDLORD’S
      COVENANTS

            


    

    


    3.01           The
Landlord hereby with the Tenant as follows:-

    


    (a)                      TO
PAY GOVERNMENT RENT, ETC.

    


    That the
Landlord will pay the Government rent payable in respect of the Premises and the
Property Tax (if any) payable in respect of the Premises and any expenses of a
capital or non-recurring nature Provided That all charges and outgoings in
relation to the Tenant’s own installations shall be borne by the Tenant
solely.

    


    (b)                      THE
TENANT SHALL HAVE QUIET ENJOYMENT

    


    That the
Tenant paying the Rent and management fees and maintenance charges hereby agreed
to be paid on the days and in 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 Premises during the term without any interruption by the
Landlord or any person lawfully claiming under or in trust for the
Landlord.

     

     

    
      
        
        

      

      
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    (c)           TO
KEEP IN REPAIR THE OUTSIDE MAIN WALLS AND ROOF, ETC.

    


    To keep
the outside main walls structure foundations and roof of the Building and the
lift entrance hall, corridor, passages, staircases and the convenience (if any)
intended for the common use of the occupants at all times in complete repair
(including drains, gutters and external pipes) in accordance with the relevant
provisions of the Deed of Mutual Covenant and/or the Management Agreement (if
any).

    


    
      	
              4.  

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

            


    

    


    (a)                      OTHER
PROVISIONS LANDLORD’S RIGHT OF RE-ENTRY

    


    If the
Rent and/or air-conditioning charges and/or management fees and
maintenance charges and/or rates and/or other charges hereby agreed to be paid
or any part thereof shall be unpaid for seven days after the same shall
become payable (whether legally or formally demanded or not) or if the Tenant
shall fail or neglect to observe or perform any 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 (save for the purposes of amalgamation or reconstruction) or if
any petition shall be filed for winding up of the Tenant or if the Tenant
otherwise becomes insolvent or makes any composition or arrangement with
creditors or shall suffer any execution to be levied on the 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 the 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 damage thereby incurred from the deposit paid by the Tenant in
accordance with Clause 5 hereof.

    


    (b)           WRITTEN
NOTICE SUFFICIENT 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 full and sufficient exercise of such power without actual entry on the part
of the Landlord.

    



    
      
         


      

      
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              (c)

            	
              ACCEPTANCE
      OF RENT NOT WAIVER OF BREACH OF
COVENANT

            


    

    


    Acceptance
of Rent (or management fees) by the Landlord shall not be deemed to operate as
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.

    


    
      	
              (d)

            	
              LANDLORD
      NOT LIABLE FOR OVERFLOW OF WATER/TENANT TO INDEMNIFY
      LANDLORD AGAINST CERTAIN CLAIMS

            


    

    


    The
Landlord shall not be under any liability to the Tenant or to any
other person whomsoever in respect of any loss or damage to person or property
sustained by the Tenant or any such other person caused by or through or in any
way owing to the overflow of water from any where within the Building save and
except where such loss or damage to person or property arises through the
breach or non-observance or non-performance by the Landlord of the Landlord's
covenants or through the neglect or lack of proper skill on the part of the
Landlord or any employee, contractor or agent of the Landlord. Subject as
aforesaid, the Tenant shall fully and effectually indemnify the Landlord from
and against all claims and demands made against the Landlord by any person in
respect of any loss damage or injury caused by or through or in any way owing to
the overflow of water from the Premises or to
the neglect or default of the Tenant, his servants or agents or to the defective
or damaged condition of the interior of the Premises or any
fixtures or fittings, for the repair of which the Tenant is responsible
hereunder and against all costs and expenses incurred by the Landlord in respect
of any such claim or demand.

    


    (e)           NO
ADVANCE PAYMENT OF RENT

    


    No
advance payment of Rent has been paid to the Landlord except in pursuance to
Clause 1 hereof.

    


    
      	
              (f)

            	
              LANDLORD
      NOT LIABLE FOR BREAKDOWN IN AIR-CONDITIONING OR
  LIFTS

            


    

    


    The
Landlord shall not in any circumstances be liable to the Tenant for any defect
in or failure or breakdown of electricity, gas or water supply, lifts services
or air-conditioning system nor shall the Rent or management fees and maintenance
charges abate or cease to be payable on account thereof.

    


    (g)           SUSPENSION
OR ABATEMENT OF RENT IN CASE OF FIRE, ETC.

    


    If the
Premises or the Building or any part thereof shall at any time during the
tenancy rendered be inaccessible or so destroyed or damaged owing to fire, water
storm, wind, typhoon, defective construction, white ants, earthquake subsidence
of the ground or any calamity beyond the control of the Landlord as to render
the Premises unfit for habitation and use and the policy or policies of
insurance effected by the Landlord shall not have been vitiated or payment of
the policy moneys refused in whole or in part in consequence of any act or
default of the Tenant or if at any time during the continuance of this tenancy
the Premises or the Building shall be condemned as a dangerous structure or a
demolition order or closing order shall become operative in respect of the
Premises or the Building then the Rent hereby reserved or a fair proportion
thereof according to the nature and extent of the damage sustained or order made
shall after the expiration of the then current month be suspended and ceased
until the Premises or the Building shall again be rendered accessible or fit for
habitation and use (as the case may be) Provided That should the Premises or the
Building not have been reinstated in the meantime either the Landlord or the
Tenant may at any time after three months from the occurrence of such damage or
destruction or order give to the other of them notice in writing to determine
this present tenancy and thereupon the same and everything herein contained
shall determine as from the date of the occurrence of such destruction or damage
or order of the Premises or of the Building becoming inaccessible but without
prejudice to the rights and remedies of either party against the other in
respect of any antecedent claim or breach of the agreements, stipulations, terms
and conditions herein contained or of the Landlord in respect of the Rent and
management fees and other charges payable hereunder prior to the coming into
effect of the suspension.

     

     

    
      
        
        

      

      
        xiv

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (h)

            	
              FOR
      THE PURPOSE OF DISTRAINT RENT IN ARREARS If NOT PAID IN ADVANCE ON DUE
      DATE

            


    

    


    For the
purposes of Part III of the Landlord and Tenant (Consolidation) Ordinance Cap.7
and of these presents the Rent and management fees and other charges payable in
respect of the 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.
All costs and expenses for and incidental to any distraint shall be paid by the
Tenant and is recoverable from him as a debt on a full indemnity basis. For the
purpose of distraint and these presents, any outstanding management fees payable
in respect of the Premises shall be deemed to be arrears of rent.

    


    (i)           NO
WAIVER BY LANDLORD

    


    No
condoning, excusing or waiving 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-performance or non-observance 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 or
obtaining the specific written consent of the Landlord in the future unless
expressly so provided.

     

     

    
      
        
        

      

      
        xv

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (j)

            	
              LANDLORD
      CAN EXHIBIT LETTING NOTICES DURING LAST THREE MONTHS OF
    TERM

            


    

    


    During
the three months immediately preceding the expiration of the term hereby
created, the Landlord shall be at liberty to affix and maintain without interference
upon any external part of the Premises a notice stating that the Premises are to
be let and such other information in connection therewith as the Landlord shall
reasonably require and the Landlord shall be at liberty with prior arrangement
with the Tenant to show the Premises to prospective tenants.

    


    
      	
              (k)

            	
              LANDLORD
      IS ENTITLED TO CHANGE THE NAME OF THE
BUILDING

            


    

    


    The
Landlord shall at any time during the term hereby granted be entitled to change
the name of the Building on giving reasonable notice to the Tenant and in
respect thereof the Landlord shall not be liable in damages to the Tenant or be
made a party to any other proceedings or for costs of expenses of whatsoever
nature incurred by the Tenant as a result of such
change.

    


    (l)                      NO
WARRANTY AS TO USER

    


    The
Landlord does not warrant that the Premises are suitable for any particular
purpose.

    


    (m)                      SERVICE
OF NOTICE

    


    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 Premises or the Tenant’s registered office or 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 to the Landlord's registered office or address as shown in this
Agreement.

    


    (n)                      STAMP
DUTY AND COSTS

    


    Each
party shall pay its own costs for the preparation and completion of this
Agreement.  All the stamp duty and other disbursements on this
Agreement and its counterpart and the Land Registry registration fee shall be
borne by the parties herein in equal shares.

    



    
      
         


      

      
        xvi

        
          

        

      

      
         


      

    


    5.  (a)   TENANT’S
DEPOSIT

    


    The
Tenant shall on the signing hereof deposit and maintain with the Landlord a
deposit of the amount as set out in the Third Schedule hereto 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  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 said agreements, stipulations or conditions aforesaid, the Landlord shall be
entitled to terminate this Agreement and to forfeit the said deposit by way of
liquidated damages without prejudice to the Landlord's right to claim against
the Tenant for further damages suffered by the Landlord as a result of the
Tenant’s breach of this Agreement.  Notwithstanding the foregoing, the
Landlord may in any such event at his option elect nor to terminate this
Agreement and forfeit the deposit but to deduct therefrom 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 the Premises and to determine
this Agreement and forfeit the deposit as hereinbefore provided.

    


    (b)           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 or sooner determination
of this Agreement and the delivery of vacant possession to the Landlord or
within thirty days of the settlement of the last outstanding claim 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.

    


    
      	
              (c)

            	
              TRANSFER
      OF DEPOSIT

            


    

    


    In the
event that the Landlord shall assign its reversionary interest in the Premises,
the Tenant shall
agree to the Landlord transferring the said deposit to the assignee and shall
waive its right to recover the said deposit from the Landlord upon receipt of a
written notice from the Landlord that such transfer has been
effected.

    


    


    6.           OPTION
TO RENEW

    


    6.01                      If
the Tenant shall be desirous of taking a tenancy of the Premises for a further
term of three years as mentioned in the said Third Schedule from the expiration
of the term hereby created at the rent and on the terms and conditions
hereinafter mentioned and shall, not less than three months before the
expiration of the term hereby created give to the Landlord notice in writing of
his desire and if he shall have paid the Rent and shall have reasonably
performed and observed the several stipulations herein contained and on his part
to be performed and observed up to the termination of the tenancy hereby created
then the Landlord will let the Premises to the Tenant for the said further term
at the rent as mentioned in the said Third Schedule Subject in all other
respects to the same stipulations as are herein contained except this clause for
renewal.

     

    
 

    
      
        
        

      

      
        xvii

        
          

        

      

      
        
        

      

    

     

    7.           RENT-FREE
PERIOD

    


    7.01           The
Landlord shall grant the Tenant a period mentioned in the said Third Schedule
free of payment of any rent or license fee for the purpose of decoration of the
Premises only but not otherwise.  Notwithstanding so, the Tenant is
responsible for the payment of rates service or maintenance or management fees
or electricity, water and gas charges during the said period.  The
Tenant indemnify and keep the Landlord indemnified against all loss damages,
actions, suits, expenses, claims and demands as a result of fire or overflow of
water during the said period.

    


    8.           IMPROVEMENT
EXPENSES

    


    8.01           The
Landlord will credit all Tenant improvement expenses ("Such Expenses") advanced
by the Tenant as per agreed upon estimate which equates to FIVE (5) MONTHS'S
RENT commencing sequentially after (he aforesaid two (2) months rent free period
in Clause 7.01 of this Agreement.  For the avoidance of doubt, it is
hereby declared that all Such Expenses to be deducted for the
monthly

    rental
for the period commencing from 1st day of October 2008 PROVIDED that Such
Expenses shall not exceeding HK$ 175,000.00 otherwise the Tenant shall bear the
extra expense more than the said agreed sum of HK$ 175,000.00.

    


    9.           LAWS

    


    9.01           This
Agreement shall be construed and take effect in accordance with Hong Kong
Law.

    


    10.           HEADING
NOTES

    


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

    


    


    
      


       

      THE FIRST SCHEDULE ABOVE
REFERRED TO

    

    
      


       

      
        	
                 
      

              	
                  Landlord     :     JING
      WAH GARMENTS MANUFACTURING COMPANY LIMITED whose registered office is
      situate at 8th Floor, No. 10 Sam Chuk Street, San Po Kong, Kowloon, Hong
      Kong.

              


      

    

    
      


       

      
        	
                 
      

              	
                Tenant         :    SUPERTEX
      LIMITED whose registered office is situated at Ground Floor, No. 10 Sam
      Chuk Street, San Po Kong, Kowloon, Hong
Kong.

              


      

    

    
      


       

      
        
          
          

        

        
          xviii

          
            

          

        

        
          
          

        

      

       

       

      THE SECOND SCHEDULE REFERRED
TO

    

    
      


       

      
        	
                Premises      :

              	
                ALL
      THAT the whole of THIRD FLOOR of
      NO.10. SAM CHUK STREET, KOWLOON. Hong Kong erected on NEW KOWLOON INLAND
      LOT NO.4437.

              


      

    

    
      


       

      THE THIRD SCHEDULE ABOVE
REFERRED TO

    

    
      


       

      
        	
                Term             :

              	
                For
      the term of THREE YEARS AND TWO (2) MONTHS commencing on the 1st day of
      August 2008 and expiring on the 30th day of September 2011 (both days
      inclusive).

              


      

    

    
      


       

      
        	
                Rent             :

              	
                HK$35,000.00
      per calendar month (exclusive of rates and management fee) payable in
      advance clear of all deductions on the 1st day of each and every calendar
      month. The first payment to be made upon the signing
    hereof.

              


      

    

    
      


       

         User              :    As
a factory under the name of the Tenant.

    

    
      


       

          Deposit         :   HK$35,000.00

    

    
      


      Renewal
Further

    

    
      
        	
                 
      

              	
                Term
      of Years     :   THREE (3) YEARS
      from me expiration of the term hereby granted.   (Monthly Rent: At the then
      current market rental)

              


      

    

    
      


       

      
        	
                 
      

              	
                Rent-free
      Period:   TWO (2) MONTHS from the 1st day of August 2008 to
      the 30th day of September
2008.

              


      

    

    
      


       

       

      
        
          
          

        

        
          xix

          
            

          

        

        
          
          

        

      

       

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

      


      SIGNED
by                                                                )

      )

      for and
on behalf of the Landlord
in                                                                           )

    

    
      


       

      the
presence
of:-                                                     )

    

    
      


      


      


      SIGNED
by                                                                )

      )

      for and
on behalf of the Tenant
in                                                                           )

    

    
      


       

      the
presence
of:-                                                     )

    

    
      


       

      RECEIVED
on the day and year first above written of and from the Tenant the above
mentioned deposit in the sum of HK$35,000.00.

       

      ___________

    

    
      the
Landlord

    


    
      
         


      

      
        xx

        
          

        

      

      
         


      

    


    
      Dated
the      16th                                           day
of                      May           2008

    

    
      


       

      
        	
                 
      

              	
                J1NG
      WAH GARMENTS MANUFACTURING COMPANY
LIMITED

              


      

    

    
      


       

      SUPERTEX
LIMITED

    

    
      


       

      TENANCY    AGREEMENT

    

    
      


       

      SIMON C.
W. YIJNG & CO.

    

    
      


       

      SOLICITORS.

       

       UNITS
2603-5, 26TH FLOOR, ING
TOWER,

    

    
      
        	
                 
      

              	
                308
      DES VOEUX ROAD CENTRAL.,

              


      

      
        	
                 
      

              	
                 HONG
      KONG,

              


      

    

    
      


       

      Ref.
CON/AM/88001799/TSK    TSK

    


    
      
        
           

           

        

         


      

      
        xxi

        
          

        

      

      
         


      

    

     

     

     

     

    Lease
Agreement No. 2

     

    

 

    
      
         


      

      
        xxii

        
          

        

      

      
         


      

    


    
      AN AGREEMENT is made
the     11th                                                                                     day
of       September                    2009

    

    


    
      


       

      BETWEEN the Landlord and the Tenant whose
names addresses or registered office and descriptions are more particularly
described and set out in the First Schedule hereto.

    

    


    WHEREBY IT IS AGREED as
follows:-

    


    1.   PREMISES/TERM/RENT

    


    1.01       The
Landlord shall let and the Tenant shall take All That the Premises more
particularly described and set out in the Second Schedule hereto (“the Premises") Together with
the use in common with the Landlord and all others having the like right of the
entrance staircases, passages landings and lavatories (if any) of the building
of which the Premises form part more particularly described in the said Second
Schedule ("the
Building") in so far as the same are necessary for the proper use and
enjoyment of the Premises (and except in so far as the Landlord may from time to
time restrict such use) and together with the use in common with others of the
lifts and central air-conditioning, if any, (whenever the same shall be
operating) for the term and at the rent ("the Rent") and in manner more
particularly described and set out in the Third Schedule hereto Subject to and
with the benefit of the Deed of Mutual Covenant and the Management Agreement (if
any) of the Building.

    


    2.           TENANT’S
COVENANTS

    


    2.01                      The
Tenant hereby agrees with the Landlord as follows: -

    


    (a)           TO PAY RENT

    


    To pay the Rent on the days and in
manner described and set out in the said Third Schedule.

    


    (b)                      TO PAY AIR-CONDITIONING AND OTHER
CHARGES

    


    To pay or
discharge all air-conditioning (if any), maintenance or management fee or
charges in respect of the Premises, duly and in accordance with the provisions
of the Deed of Mutual Covenant and Management Agreement (if any) of the
Building.

    


    (c)           TO PAY RATES TAXES,
ETC.

    


    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 Hong Kong or other lawful authority upon
the Premises or upon the owner or occupier thereof (Government rent and Property
Tax (if any) and outgoing of a capital or non-recurring nature only (if any)
expected) Provided That all charges and outgoings in relation to the TENANT’S
own installations shall be borne by the Tenant solely.

    


    (d)                         TO PAY GAS, WATER AND ELECTRICITY
CHARGES

    


    To pay
and discharge all charges for gas, water, electricity and telephone rental and
other outgoings now or at any time hereafter consumed by the Tenant and
chargeable in respect of the Premises and to make all necessary deposits
therefor.

    


    


    (e)           USER

    


    Not to
use the Premises for any purpose other than for the purpose and under the name
as described and set out in the said Third Schedule.

    


    (f)           NOT TO USE PREMISES AS SLEEPING
QUARTERS OR DOMESTIC PREMISES

    


    Not to
use or permit or suffer the Premises or any part thereof to be used as sleeping
quarters or as domestic premises within the meaning of the Landlord and Tenant
(Consolidation) Ordinance or similar legislation for the time being in
force.

     

     

    
      
        
        

      

      
        xxiii

        
          

        

      

      
        
        

      

    

    
 

    (g)                      NOT TO PERMIT ILLEGAL OR IMMORAL
USE

    


    Not to
use or permit or suffer the Premises to be used for any illegal or immoral
purpose or for any purpose which is in contravention of the terms and conditions
contained in the Government Lease or Conditions under which the Premises are
held from the Government and not to carry on any trade or business thereon which
is now or may hereafter be declared to be an offensive trade under the Public
Health & Urban Services Ordinance or any other Ordinances or Regulations and
any enactment amending or substituting the same.

    


    (h)                      TO KEEP INTERIOR, ETC. IN
REPAIR

    


    To keep
all the interior of the Premises including the flooring and interior plaster or
other finishes or rendering to walls floors and ceilings and the Landlord's
fixtures therein including all doors windows installations/wiring/pipes/drains
in the Premises for the supply of water gas electricity and for sanitation
(inclusive of basins sinks baths and sanitary conveniences) in good clean and
tenantable repair and condition and properly preserved and painted and so to
maintain the same at the expense of the Tenant and to deliver up the same to the
Landlord at the expiration or sooner determination of the term in like condition
(fair wear and tear excepted).

    


    (i)           TO PROTECT INTERIOR FROM APPROACHING
TYPHOONS

    


    To take
all reasonable precautions to protect the interior of the Premises against
damage by storm or typhoon or the like.

    


    (j) TO
REPAIR AND REPLACE ELECTRICAL WIRING ETC. WITHIN THE PREMISES

    


    To repair
or replace if so required by the appropriate supply company statutory undertaker
or authority (as the case may be) under the terms of any Electricity Supply or
similar Ordinance for the time being in force or any Orders in Council or
Regulations made thereunder all electrical wiring installations and fittings
within the Premises from the Tenant’s meter or meters to and within the
same.

    


    


    (k)           TO
KEEP SANITARY AND WATER APPARATUS USED EXCLUSIVELY IN GOOD REPAIR

    


    To keep
the sanitary and water apparatus used exclusively by the Tenant and his
servants, agents and licensees in good clean and tenantable repair and condition
(fair wear and tear excepted) to the satisfaction of the Landlord and in
accordance with the Regulations or by-laws of all Public Health and other
Government Authorities concerned.

    


    


    (l)           TO PERMIT LANDLORD TO ENTER AND VIEW
TO REPAIR, ETC.

    


    To permit
the Landlord and all persons authorised by him at all reasonable times upon
prior appointment except in case of emergency to enter and:-

    


    
      	
              (i)  

            	
              view
      the state of repair of the Premises, to take inventories of the fixtures
      therein, to carry out any works or repairs which may be required to be
      done, and during the last three months of the said term, to show the
      Premises to prospective tenants or purchasers Provided That the Landlord
      shall cause as little interference to the Tenant as reasonably possible;
      and

            


    

    


    
      	
              (ii)  

            	
              carry
      out any works or repairs in respect of the Premises in the Building
      Provided That in this connection the Landlord shall be responsible to make
      good all damage done to the
Premises.

            


    

    


    (m)           TO EXECUTE REPAIR ON RECEIPT OF
NOTICE

    


    On
receipt of any reasonable notice from the Landlord or his authorised
representatives specifying any works or repairs which they require to be done
and which are the responsibility of the Tenant within a reasonable times to put
in hand and execute the same with all possible despatch and without any
delay.

     

     

    
      
        
        

      

      
        xxiv

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (n)  

            	
              NOT TO ERECT INSTALL OR ALTER
      PARTITIONING FIXTURES ETC. WITHOUT LANDLORD'S
    CONSENT

            


    

    


    Not
without the previous written consent of the Landlord (which consent shall not be
unreasonably withheld) to erect, install or alter any fixtures partitioning or
other erection or installation in the Premises or any part thereof.

    


    (o)           TO REMOVE ILLEGAL
STRUCTURES

    


    To remove
at the cost of the Tenant any structure erections partitions and other
alterations put up by the Tenant at any time during the said term if required by
the Building Authority or other competent Government Departments where the same
were or have been put up by the Tenant with or without the consent of the
Landlord to make good all damage caused by such removal. The Landlord shall not
be responsible to the Tenant for any loss suffered by the Tenant in any way as a
result of such removal.

    


    (p)           NOT TO CUT INJURE OR MAIM WALLS,
ETC.

    


    Not to
cut, maim, injure, drill into, mark or deface or permit or suffer to be cut
maimed injured drilled into marked or defaced any doors, windows, walls, beams,
structural members or any part of the fabric of the Premises nor any of the
plumbing or sanitary apparatus or installations included therein without the
previous consent of the Landlord which consent shall not be unreasonably
withheld.

    


    (q)           NOT TO DRIVE NAILS ETC. INTO
CEILINGS, WALLS OR FLOORS

    


    Not to
drive or insert or permit or suffer to be driven or inserted any nails, screws,
hooks, brackets or similar articles into the ceilings walls or floors of the
Premises without
the previous consent of the Landlord which shall not be unreasonably withheld
nor without the like consent to lay or use any floor covering which may damage
the existing flooring.

    


    (r)           NOT TO DISPLAY SIGNS, NAME
ETC.
EXCEPT IN PLACES
PROVIDED

    


    Not to
affix or display or permit or suffer to be affixed or displayed outside the
Premises any signboard, sign, decoration or other device whether illuminated or
not, which may be visible from outside the Premises save that:-

    


    
      	
               
      

            	
              (i)   Tenant
      shall be entitled at his own expense in display his name exhibited in
      English and Chinese in such form or lettering or characters to be approved
      by the Landlord on the Directory Boards (if the same are provided in the
      Building);

            


    

    


    
      	
              (ii)

            	
              Tenant
      shall be entitled at his own expense to have his name painted or affixed
      in plain lettering and characters to be approved by the Landlord on the
      Tenant’s entrance door or doors.

            


    

    


    If Tenant
carries on business under a name other than his own name, he shall notify the
Landlord of the name under which his business is carried on and shall be
entitled to have that name displayed painted or affixed as aforesaid but the
Tenant shall not be entitled to change the business name without the previous
written consent of the Landlord which the Landlord may give or withhold at his
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 he may think fit to show that no breach of
Clause 2(al) has taken place or is about to take place.

    


    (s)           NO HANGING IN COMMON
PARTS

    


    Not to
use or cause or permit the use of the corridors, staircases or other common
passages of the Building for the purpose of drying laundry or hanging or placing
or storing any article or thing thereon or therein and not to permit the
Tenant’s agents, servants, employees, guests invitees to use the same for
loitering or eating.

    


    (t)           NOT TO ENCUMBER OR OBSTRUCT PASSAGES
AND COMMON AREAS, ETC.

    


    Not to
encumber or obstruct or permit to be encumbered or obstructed with any box
packaging or other obstruction of any kind or nature any of the entrance,
staircases, landings, passages, lifts, lobbies or other parts of the Building in
common use and not to leave rubbish or any other article or thing in any part of
the Building not in the exclusive occupation of the Tenant.

     

     

     

    
      
        
        

      

      
        xxv

        
          

        

      

      
        
        

      

    

    
 

    (u)           NOT TO LAY WIRING OR CABLES ETC. IN
THE PUBLIC AREAS

    


    Not to
lay install affix or attach any wiring cables or other articles or things in or
upon any of the entrances staircases landings passageways lobbies or public
area.

    


    (v)           NO SUPPORTS ETC. ERECTED ON EXTERIOR
WALLS

    


    Not to
install or affix or erect any supports or any iron brackets or venetian blinds
or sun blinds of any description to or on any part of the exterior walls of the
Building for any purpose including the installation of air-conditioners without
prior written approval of the Landlord.

    


    (w)          NO OPENINGS ON EXTERIOR
WALL

    


    Not to
make any openings on any part of the exterior walls of the Building except with
the written consent of the Landlord.

    


    


    (x)          NO SHELTERS ON FLAT ROOFS,
ETC.

    


    Not to erect any shelters or coverings
on any part of the flat-roofs or roof of the Building.

    


    (y)           NO WIRING FROM
WINDOW

    


    Not to erect or hang any wire or aerial
wiring from the windows or outside the exterior walls of the
Building.

    


    (z)           NOT TO OVERLOAD

    


    Not to
store or place any goods machinery or other things on or in any part of the
Premises which impose a loading exceeding 150 lbs. per square foot.

    


    (aa)         COMPLYING WITH GOVERNMENT
REGULATIONS

    


    All
machinery placed on or affixed to the Premises must be cushioned and the number
of workers working or staying in the Premises must be restricted in accordance
with Government Regulations.

    


    (ab)        NOT TO INSTALL FURNANCE, ETC. WITHOUT
PRIOR GOVERNMENT PERMISSION

    


    Not to
install any furnace, boiler or other plant or equipment in the Premises or use
any fuel that might in any circumstances produce smoke without first obtaining
permission in writing from the Commissioner of Labour Provided That such
installation or user shall not amount to a breach of any terms and conditions in
the Government Grant or the Deed of Mutual Covenant and the Management Agreement
(if any) of the Building.

    


    (ac)         FIRE-FIGHTING
EQUIPMENT

    


    All
fire-fighting equipment (if any) installed in the Premises shall be and remain
the property of the Landlord and the Tenant shall take due care thereof and in
particular the Tenant shall not allow such equipment to be moved to any other
position. The Tenant shall further pay the annual charge or fees of all the
fire-fighting equipment installed in the Premises.

    


    (ad)         TO ELIMINATE AND REDUCE VIBRATION AND
DUMPING PRODUCED BY MACHINERIES

    


    The
Tenant shall mount and equip his machinery particularly machinery with
horizontal reciprocating action and every part thereof with anti-vibration
absorbers and anti-dumping absorbers of such types and designs as first approved
of in writing by the Landlord's architect and shall comply with all directions
or orders of the Landlord for eliminating and reducing vibrations and dumping
produced by the operation and running of any of the machinery installed at the
Premises.

     

     

    
      
        
        

      

      
        xxvi

        
          

        

      

      
        
        

      

    

     

     

    (ae)         NOT
TO ALTER SMOKE LOBBY DOORS

    


    Not to alter the position of the smoke
lobby doors or to make any additions to such doors.

    


    (af)         NOT
TO OVERLOAD LIFTS

    


    Not to
overload the lifts in the Building in excess of their maximum capacity and to be
responsible for any damage caused by any breach hereof.

    


    (ag)        NOT
TO PREPARE FOOD OR PERMIT ODOURS

    


    Not to
prepare or permit or suffer to be prepared any food in the Premises or to cause
or permit any offensive or unusual odours to be produced upon permeate through
or emanate from the Premises.

    


    (ah)        NOT
TO PRODUCE MUSIC OR NOISE AUDIBLE OUTSIDE

    


    Not to
produce or permit or suffer to be produced any music or noise (including sound
produced by broadcasting or any apparatus or equipment capable of producing,
reproducing, receiving or recording sound) so as to cause a nuisance to other
users of the Building and where music is to be regularly played to install at
the Tenant’s cost or expense and to the satisfaction of the Landlord adequate
sound proofing or insulation devices in the Premises.

    


    (ai)         NOT
TO PERMIT ANY 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 to the Landlord or to the tenants or occupiers of the
other premises in the Building or in any adjoining or neighbouring
building.

    


    (aj)         NOT
TO KEEP ITEMS OF COMBUSTIBLE OR HAZARDOUS GOODS

    


    Not to
keep or store or permit or suffer to be kept or stored in the Premises any arms,
ammunition, gun-powder, salt-petre, kerosene or other explosive or combustible
substance or otherwise unlawful or dangerous or hazardous goods except with the
consent and approval of the appropriate Government authorities. If consent and
approval has been obtained, certified copy of the Consent and Approval Letter or
License should be produced to the Landlord before the storage.

    


    (ak)        NOT
TO KEEP ANIMALS OR PETS AND TO PREVENT INFECTION

    


    Not to
keep or permit or suffer to be kept any animals or pets inside the Premises and
to take all such steps and precautions to the satisfaction of the Landlord to
prevent the Premises or any part thereof from becoming infested by termites,
rates, mice, roaches or any other pests or vermin.

    


    (al)        NOT
TO ASSIGN UNDERLET, ETC.

    


    Not to
assign, underlet, part with possession of or transfer the 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 Premises or any part thereof
irrespective of whether any rental or other consideration is given therefor. The
tenancy shall be personal to the Tenant named in this Agreement and without in
any way limiting the generality of the foregoing, the following acts and events
shall, unless approved in writing, be deemed to be breaches of this
Clause:-

    


    
      	
              (i)  

            	
              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;

            


    

    


    
      	
              (ii)  

            	
              in
      the case of a tenant who is an individual (including a sole surviving
      partner or 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 Premises or any part thereof shall vest in the executors
      administrators personal representatives next of kin trustee or committee
      of any such individual;

            


    

     

     

    
      
        
        

      

      
        xxvii

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (iii)  

            	
              in
      the case of a corporation, any reconstruction, amalgamation, merger
      or  voluntary liquidation or any change in shareholding or in
      the control of ultimate beneficial ownership.

            


    

    


    
      	
              (iv)  

            	
              the
      giving by the Tenant of a Power of Attorney or similar authority whereby
      the donee of the power obtains the right to use, possess, occupy or enjoy
      the Premises or any part thereof or does in fact use, possess, occupy or
      enjoy the same.

            


    

    


    
      	
               
      

            	
              (am)     NOT
      TO BREACH GOVERNMENT LEASE OR CAUSE INSURANCE TO BE VOIDED OR PREMIUM
      INCREASED

            


    

    


    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 land on
which the Building stands is held from the Government or whereby any insurance
on the Building against loss or damage by fire 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 at his
option either to terminate this Agreement or to continue the same upon payment
by the Tenant of the additional premium and upon such other terms and conditions
as the Landlord may at his discretion think fit to impose.

    


    (an)                      TO
COMPLY WITH DEED OF MUTUAL COVENANT AND ORDINANCES, ETC.

    


    To obey
and comply with and to indemnify the Landlord against the breach of the Deed of
Mutual Covenant and Management Agreement (if any) of the Building and all
ordinances, regulations, by-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 Premises or to any other acts deeds matters or things
done permitted suffered or omitted therein or thereon by the Tenant or any
employee agent or licensee of the Tenant.

    


    (ao)                      TO
MAKE GOOD DAMAGE TO BUILDING

    


    To make
good at the expenses of the Tenant any portion of the Building which may be
damaged through any omission act or default of the Tenant or of any of his
servants, visitors or through the escape of water, fire, smoke or fumes from or
explosion in the Premises.

    


    (ap)                      TO
REIMBURSE LANDLORD FOR WORK DONE

    


    To
reimburse the Landlord for the costs of any work which the Tenant is liable to
perform hereunder and has defaulted in performing the same including but not
limited to all reasonable costs incurred by the Landlord in cleansing or
clearing 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 or licensee of the Tenant.

    


    (aq)                      TO
BE RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY INTERIOR DEFECTS

    


    To be
wholly responsible for any loss damage or injury caused to any other person
whomsoever directly or indirectly through the defective or damaged condition of
any part of the interior of the Premises save and except where such loss damage
or injury arises through the breach or non-observance or non-performance by the
Landlord of the Landlord's covenants or through the neglect or lack of proper
skill on the part of the Landlord or any employee contractor or agent of the
Landlord and Subject as aforesaid to make good the same by payment or otherwise
and to indemnify the Landlord against all actions, proceedings, claims and
demands made upon the Landlord in respect of any such loss damage or injury and
all costs and expenses incidental thereto.

    


    (ar)                      TO
BE RESPONSIBLE FOR CONTRACTORS SERVANTS AGENTS AND LICENSEES

    


    To be
responsible to the Landlord for the acts neglects and defaults of all
contractors, servants, agents and licensees of the Tenant as if they were the
acts neglects and defaults of the Tenant himself and for the purposes of this
Agreement "Licensee"
shall include any person present in using or visiting the Premises with the
consent of the Tenant, express or implied.

     

     

    
      
        
        

      

      
        xxviii

        
          

        

      

      
        
        

      

    

    
 

    (as)                      TO
NOTIFY LANDLORD OF ACCIDENTS AND DEFECTS IN FITTINGS AND FIXTURES

    


    To notify
the Landlord of any accidents to or defects in the water pipes, gas pipes,
electrical wire or fittings or other facilities provided by the Landlord in the
Premises whether or not the Tenant is liable hereunder for the repair of the
same upon the same coming to the knowledge of the Tenant.

    


    (at)                      TO
REMOVE REFUSE TO A PLACE SPECIFIED BY LANDLORD

    


    To remove
each day from the Premises all refuse and rubbish to such spot as shall be
specified by the Landlord from time to time and subject to such reasonable rules
and regulations as the Landlord may from time to time determine.

    


    (au)                      RE-INSTATE
PREMISES

    


    The
Landlord reserves the rights to request the Tenant to make good all damage
caused or occasioned by the erection and removal of alterations partitions or
other erections.

    


    (av)                      TO
YIELD UP AT THE END OF THE TERM

    


    Quietly
to yield up the Premises together with all fixtures, fittings and additions
therein and thereto which the Landlord agrees to retain at the expiration or
sooner determination of this tenancy in good clean and tenantable repair and
condition (fair wear and tear excepted).

    


    
      	
              3.  

            	
                             LANDLORD’S
      COVENANTS

            


    

    


    3.01           The
Landlord hereby agrees
with the Tenant as follows:-

    


    (a)                      TO
PAY GOVERNMENT RENT, ETC.

    


    That the
Landlord will pay the Government rent payable in respect of the Premises and the
Property Tax (if any) payable in respect of the Premises and any expenses of a
capital or non-recurring nature Provided That all charges and outgoings in
relation to the Tenant’s own installations shall be borne by the Tenant
solely.

    


    (b)                      THE
TENANT SHALL HAVE QUIET ENJOYMENT

    


    That the
Tenant paying the Rent and management fees and maintenance charges hereby agreed
to be paid on the days and in 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 Premises during the term without any interruption by the
Landlord or any person lawfully claiming under or in trust for the
Landlord.

    


    (c)           TO
KEEP IN REPAIR THE OUTSIDE MAIN WALLS AND ROOF, ETC.

    


    To keep
the outside main walls structure foundations and roof of the Building and the
lift entrance hall, corridor, passages, staircases and the convenience (if any)
intended for the common use of the occupants at all times in complete repair
(including drains, gutters and external pipes) in accordance with the relevant
provisions of the Deed of Mutual Covenant and/or the Management Agreement (if
any).

    


    
      	
              4.  

            	
                             IT
      IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED AS
    FOLLOWS:-

            


    

    


    (a)                      OTHER
PROVISIONS LANDLORD’S RIGHT OF RE-ENTRY

    


    If the
Rent and/or air-conditioning charges and/or management fees and maintenance
charges and/or rates and/or other charges hereby agreed to be paid or any part
thereof shall be unpaid for seven days after the same shall become payable
(whether legally or formally demanded or not) or if the Tenant shall fail or
neglect to observe or perform any 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
(save for the purposes of amalgamation or reconstruction) or if any petition
shall be filed for winding up of the Tenant or if the Tenant otherwise becomes
insolvent or makes any composition or arrangement with creditors or shall suffer
any execution to be levied on the 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 the 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 damage
thereby incurred from the deposit paid by the Tenant in accordance with Clause 5
hereof.

     

     

    
      
        
        

      

      
        xxix

        
          

        

      

      
        
        

      

    

     

    (b)           WRITTEN
NOTICE SUFFICIENT 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 full and sufficient exercise of such power without actual
entry on the part of the Landlord.

    


    (c)           ACCEPTANCE
OF RENT NOT WAIVER OF BREACH OF COVENANT

    


    Acceptance
of Rent (or management fees) by the Landlord shall not be deemed to operate as
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.

    


    
      	
              (d)

            	
              LANDLORD
      NOT LIABLE FOR OVERFLOW OF WATER/TENANT TO INDEMNIFY LANDLORD AGAINST
      CERTAIN CLAIMS

            


    

    


    The
Landlord shall not be under any liability to the Tenant or to any other person
whomsoever in respect of any loss or damage to person or property sustained by
the Tenant or any such other person caused by or through or in any way owing to
the overflow of water from any where within the Building save and except where
such loss or damage to person or property arises through the breach or
non-observance or non-performance by the Landlord of the Landlord's covenants or
through the neglect or lack of proper skill on the part of the Landlord or any
employee, contractor or agent of the Landlord. Subject as aforesaid, the Tenant
shall fully and effectually indemnify the Landlord from and against all claims
and demands made against the Landlord by any person in respect of any loss
damage or injury caused by or through or in any way owing to the overflow of
water from the Premises or to the neglect or default of the Tenant, his servants
or agents or to the defective or damaged condition of the interior of the
Premises or any fixtures or fittings, for the repair of which the Tenant is
responsible hereunder and against all costs and expenses incurred by the
Landlord in respect of any such claim or demand.

    


    (e)           NO
ADVANCE PAYMENT OF RENT

    


    No advance payment of Rent has been
paid to the Landlord except in pursuance to Clause 1 hereof.

    


    (f)           LANDLORD
NOT LIABLE FOR BREAKDOWN IN AIR-CONDITIONING OR LIFTS

    


    The
Landlord shall not in any circumstances be liable to the Tenant for any defect
in or failure or breakdown of electricity, gas or water supply, lifts services
or air-conditioning system nor shall the Rent or management fees and maintenance
charges abate or cease to be payable on account thereof.

    


    (g)           SUSPENSION
OR ABATEMENT OF RENT IN CASE OF FIRE, ETC.

    


    If the
Premises or the Building or any part thereof shall at any time during the
tenancy rendered be inaccessible or so destroyed or damaged owing to fire, water
storm, wind, typhoon, defective construction, white ants, earthquake subsidence
of the ground or any calamity beyond the control of the Landlord as to render
the Premises unfit for habitation and use and the policy or policies of
insurance effected by the Landlord shall not have been vitiated or payment of
the policy moneys refused in whole or in part in consequence of any act or
default of the Tenant or if at any time during the continuance of this tenancy
the Premises or the Building shall be condemned as a dangerous structure or a
demolition order or closing order shall become operative in respect of the
Premises or the Building then the Rent hereby reserved or a fair proportion
thereof according to the nature and extent of the damage sustained or order made
shall after the expiration of the then current month be suspended and ceased
until the Premises or the Building shall again be rendered accessible or fit for
habitation and use (as the case may be) Provided That should the Premises or the
Building not have been reinstated in the meantime either the Landlord or the
Tenant may at any time after three months from the occurrence of such damage or
destruction or order give to the other of them notice in writing to determine
this present tenancy and thereupon the same and everything herein contained
shall determine as from the date of the occurrence of such destruction or damage
or order of the Premises or of the Building becoming inaccessible but without
prejudice to the rights and remedies of either party against the other in
respect of any antecedent claim or breach of the agreements, stipulations, terms
and conditions herein contained or of the Landlord in respect of the Rent and
management fees and other charges payable hereunder prior to the coming into
effect of the suspension.

     

     

    
      
        
        

      

      
        xxx

        
          

        

      

      
        
        

      

    

    
 

    (h)                      FOR THE PURPOSE OF DISTRAINT RENT IN
ARREARS IF NOT PAID IN ADVANCE ON DUE DATE

    


    For the
purposes of Part III of the Landlord and Tenant (Consolidation) Ordinance Cap.7
and of these presents the Rent and management fees and other charges payable in
respect of the 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.
All costs and expenses for and incidental to any distraint shall be paid by the
Tenant and is recoverable from him as a debt on a full indemnity basis. For the
purpose of distraint and these presents, any outstanding management fees payable
in respect of the Premises shall be deemed to be arrears of rent.

    


    (i)           NO
WAIVER BY LANDLORD

    


    No
condoning, excusing or waiving 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-performance or non-observance 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 or
obtaining the specific written consent of the Landlord in the future unless
expressly so provided.

    


    (j)                      LANDLORD
CAN EXHIBIT LETTING NOTICES DURING LAST THREE MONTHS OF TERM

    


    During
the three months immediately preceding the expiration of the term hereby
created, the Landlord shall be at liberty to affix and maintain without
interference upon any external part of the Premises a notice stating that the
Premises are to be let and such other information in connection therewith as the
Landlord shall reasonably require and the Landlord shall be at liberty with
prior arrangement with the Tenant to show the Premises to prospective
tenants.

    


    (k)                      LANDLORD
IS ENTITLED TO CHANGE THE NAME OF THE BUILDING

    


    The
Landlord shall at any time during the term hereby granted be entitled to change
the name of the Building on giving reasonable notice to the Tenant and in
respect thereof the Landlord shall not be liable in damages to the Tenant or be
made a party to any other proceedings or for costs of expenses of whatsoever
nature incurred by the Tenant as a result of such change.

    


    (l)                      NO
WARRANTY AS TO USER

    


    The Landlord does not warrant that the
Premises are suitable for any particular purpose.

    


    (m)                      SERVICE
OF NOTICE

    


    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 Premises or the Tenant’s registered office or 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 to the Landlord's registered office or address as shown in this
Agreement.

    


    (n)                      STAMP
DUTY AND COSTS

    


    Each
party shall pay its own costs for the preparation and completion of this
Agreement.  All the stamp duty and other disbursements on this
Agreement and its counterpart and the Land Registry registration fee shall be
borne by the parties herein in equal shares.

     

     

    
      
        
        

      

      
        xxxi

        
          

        

      

      
        
        

      

    

     

    5.  (a)                      TENANT’S
DEPOSIT

    


    The
Tenant shall on the signing hereof deposit and maintain with the Landlord a
deposit of the amount as set out in the Third Schedule hereto 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 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 said
agreements, stipulations or conditions aforesaid, the Landlord shall be entitled
to terminate this Agreement and to forfeit the said deposit by way of liquidated
damages without prejudice to the Landlord's right to claim against the Tenant
for further damages suffered by the Landlord as a result of the Tenant’s breach
of this Agreement.  Notwithstanding the foregoing, the Landlord may in
any such event at his option elect nor to terminate this Agreement and forfeit
the deposit but to deduct therefrom 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 the Premises and to determine this Agreement and forfeit the deposit as
hereinbefore provided.

    


    (b)           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 or sooner determination
of this Agreement and the delivery of vacant possession to the Landlord or
within thirty days of the settlement of the last outstanding claim 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.

    


    (c)           TRANSFER
OF DEPOSIT

    


    In the
event that the Landlord shall assign its reversionary interest in the Premises,
the Tenant shall agree to the Landlord transferring the said deposit to the
assignee and shall waive its right to recover the said deposit from the Landlord
upon receipt of a written notice from the Landlord that such transfer has been
effected.

    


    


    6.           OPTION
OF RENEWAL

    


    
      6.01           If
the Tenant shall be desirous of taking a tenancy of the Premises for a further
term of years as mentioned in the said Third Schedule from the expiration of the
term hereby created at the rent and on the terms and conditions hereinafter
mentioned and shall, not less than three months before the expiration of the
term hereby created give to the Landlord notice in writing of such his desire
and if he shall have paid the Rent and shall have reasonably performed and
observed the several stipulations herein contained and on his part to be
performed and observed up to the termination of the tenancy hereby created then
the Landlord will let the Premises to the Tenant for the said further term at
the rent as mentioned in the said Third Schedule Subject in all other respects
to the same stipulations as are herein contained except this Clause for
renewal.

    

    


    
      


       

      7.              LAWS

    

    
      7.01              This
Agreement shall be construed and take effect in accordance with Hong Kong
Law.

    

    
      


       

      8.              HEADING
NOTES

    

    
      


       

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

    

     

     

    
      
        
        

      

      
        xxxii

        
          

        

      

      
        
        

      

    

     

    THE FIRST SCHEDULE ABOVE
REFERRED TO

    


    
      	
              Landlord:

            	
              JING WAH GARMENTS MANUFACTORY
      COMPANY LIMITED (正華製衣有限公司) whose registered office is situate at
      8th Floor, Jing Wah Building, 10 Sam Chuk Street, San Po Kong, Kowloon,
      Hong Kong

            


    

    


    
      	
              Tenant:

            	
              SUPERTEX, LIMITED whose
      registered office is situate at Ground Floor, Jing Wah Building, 10 Sam
      Chuk Street, Sanpokong, Kowloon, Hong
Kong

            


    

    


    THE SECOND SCHEDULE ABOVE
REFERRED TO

    


    Premises:
ALL THAT UNIT A on the
FOURTH FLOOR, of NO.10 SAM CHUK STREET Kowloon,
Hong Kong erected on NEW
KOWLOON INLAND LOT NO.4437 (Area: 4,500 sq. ft.)

    


    THE THIRD SCHEDULE ABOVE
REFERRED TO

    


    
      


       

      
        	
                Term:

              	
                For
      the term of THREE
      YEARS commencing on the 16th day of September 2009 and
      expiring on the
      15th day of September 2012 (both days
      inclusive).

              


      

    

    


    
      	
              Rent:

            	
              HK$13,050.00
      per calendar month (exclusive of rates and management fee) payable in
      advance clear of all deductions on the 1st day of each and every calendar
      month. The first payment to be made upon the signing
    hereof.

            


    

    


    User:                      As
factory use under the name of Tenant.

    


    Deposit:                      HK$13,050.00.

    


    Renewal

    
      Further Term of Years: THREE (3)
YEARS from the
expiration of the term hereby granted.

    

    


    Monthly Rent: At the then
current market rental.

    


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

    


    


    


    SIGNED
by:                                                                )

               )

    for and
on behalf of the
Landlord                                                                           )

    in the
presence
of:-                                                                )

    


    


    


    SIGNED
by:                                                                 )

    )

    for and
on behalf of the
Tenant                                                                           )

    in the
presence
of:-                                                                )

    
      Dated
the           11th                                           day
of            September        2009

    

    
      


       

      &&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

    

    TENANCY
AGREEMENT

    &&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

     
 

    



    
      
        
           

           

        

         


      

      
        xxxiii

        
          

        

      

      
         


      

    

     

     

     

     

    LEASE 3

     

     

     

     

     

    


    
      
         


      

      
        xxxiv

        
          

        

      

      
         


      

    


    
      This Agreement is made
the     11th                                                                           day
of             September                          2009

      


    

    BETWEEN the Landlord and the
Tenant whose names address or registered office and descriptions are more
particularly described and set out in the First Schedule hereto.

    


    


    WHEREBY IT IS AGREED as
follows:

    


    


    1.   PREMISES/TERM/RENT

    
      


      1.01 The
Landlord shall let and the Tenant shall take All That the Premises more
particularly described and set out in the Second Schedule hereto ("the Premises") Together with
right to use two car parking spaces as designated from time to time
by  the Landlord ("the Car Parking Spaces") free
of payment of rent save and except the rates and management fees (if any) And
Together with the use in common with   the  landlord
and all others having the like right of the entrance staircases, passages
landings and lavatories (if any) of the building of which the Premises form part
more particularly described in the said Second Schedule ("the Building") in so
far as the same are necessary for the proper use and enjoyment of the Premises
and the Car Parking Spaces (and except in so far as the Landlord may from time
to time restrict such use) and together with the use in common with others of
the lifts and central air-conditioning, if any, (whenever the same shall be
operating) for the term and at the rent ("the Rent") and in manner more
particularly described and set out in the Third Schedule hereto Subject to and
with the benefit of the Deed of Mutual Covenant and the Management Agreement (if
any) of the Building.

    

    


    2.  TENANT’S
COVENANTS

    


    2.01   The
Tenant hereby agrees with the Landlord as follows: -

    


    (a)    TO PAY RENT

    To pay
the Rent on the days and in manner described and set out in the said Third
Schedule.

    


    (b)    TO PAY AIR-CONDITIONING AND OTHER
CHARGES

    To pay or
discharge all air-conditioning (if any), maintenance or management fee or
charges in respect of the Premises and the Car Parking Spaces duly and in
accordance with the provisions of the Deed of Mutual Covenant and Management
Agreement (if any) of the Building.

    


    (c)    TO PAY RATES TAXES,
ETC.

    
      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 Hong Kong or other lawful authority upon
the Premises and the Car Parking Spaces or upon the owner or occupier thereof
(Government rent and Property Tax (if any) and outgoing of a capital or
non­recurring nature only (if any) expected) Provided That all charges and
outgoings in relation to the TENANT'S own installations shall be borne by the
Tenant solely.

    

    


    (d)    TO PAY GAS, WATER AND ELECTRICITY
CHARGES

    To pay
and discharge all charges for gas, water, electricity and telephone rental and
other outgoings now or at any time hereafter consumed by the Tenant and
chargeable in respect of the Premises and to make all necessary deposits
therefor.

    


    
      
         

      

      
        xxxv

        
          

        

      

      
         

      

    

     

    (e)    USER

    
      Not to
use the Premises for any purpose other than for the purpose and under the name
as described and set out in the said Third Schedule and not to use the Car
Parking Spaces for other purposes except for parking of vehicles belonged to the
Tenant or his employee(s).

    

    


    (f)   NOT TO USE PREMISES AS SLEEPING
QUARTERS OR DOMESTIC PREMISES

    Not to
use or permit or suffer the Premises or any part thereof to be used as sleeping
quarters or as domestic premises within the meaning of the Landlord and Tenant
(Consolidation) Ordinance or similar legislation for the time being in
force.

    


    (g)    NOT TO PERMIT ILLEGAL OR IMMORAL
USE

    Not to
use or permit or suffer the Premises to be used for any illegal or immoral
purpose or for any purpose which is in contravention of the terms and conditions
contained in the Government Lease or Conditions under which the Premises are
held from the Government and not to carry on any trade or business thereon which
is now or may hereafter be declared to be an offensive trade under the Public
Health & Urban Services Ordinance or any other Ordinances or Regulations and
any enactment amending or substituting the same.

    


    (h)    TO KEEP INTERIOR, ETC. IN
REPAIR

    To keep
all the interior of the Premises including the flooring and interior plaster or
other finishes or rendering to walls floors and ceilings and the Landlord's
fixtures therein including all doors windows installations/wiring/pipes/drains
in the Premises for the supply of water gas electricity and for sanitation
(inclusive of basins sinks baths and sanitary conveniences) in good clean and
tenantable repair and condition and properly preserved and painted and so to
maintain the same at the expense of the Tenant and to deliver up the same to the
Landlord at the expiration or sooner determination of the said term in like
condition (fair wear and tear excepted).

    


    (i)   TO PROTECT INTERIOR FROM APPROACHING
TYPHOONS

    To take
all reasonable precautions to protect the interior of the Premises against
damage by storm or typhoon or the like.

    


    (j) TO
REPAIR AND REPLACE ELECTRICAL WIRING ETC. WITHIN THE PREMISES

    To repair
or replace if so required by the appropriate supply company statutory undertaker
or authority (as the case may be) under the terms of any Electricity Supply or
similar Ordinance for the time being in force or any Orders in Council or
Regulations made thereunder all electrical wiring installations and fittings
within the Premises from the Tenant’s meter or meters to and within the
same.

    


    (k) TO KEEP SANITARY AND WATER APPARATUS
USED EXCLUSIVELY IN GOOD REPAIR

    To keep
the sanitary and water apparatus used exclusively by the Tenant and
his  servants, agents and licensees in good clean and tenantable
repair and condition (fair wear and tear excepted) to the satisfaction of the
Landlord and in accordance with the Regulations
or by-laws of all Public Health and other Government Authorities
concerned.

    
      


       

      
        
           

        

        
          xxxvi

          
            

          

        

        
           

        

      

       

      (l)    TO
PERMIT LANDLORD TO ENTER, VIEW AND TO REPAIR,
ETC.

    

    To permit
the Landlord and all persons authorised by him at all reasonable times upon
prior appointment except in case of emergency to enter and:-

    


    
      	
              (i)  

            	
              view
      the state of repair of the Premises, to take inventories of the fixtures
      therein, to carry out any works or repairs which may be required to be
      done, and during the last three months of the said term, to show the
      Premises to prospective tenants or purchasers Provided That the Landlord
      shall cause as little interference to the Tenant as reasonably possible;
      and

            


    

    


    
      	
              (ii)  

            	
              carry
      out any works or repairs in respect of the Premises in the Building
      Provided That in this connection the Landlord shall be responsible to make
      good all damage done to the
Premises.

            


    

    


    (m) TO EXECUTE REPAIR ON RECEIPT OF
NOTICE

    On
receipt of any reasonable notice from the Landlord or his authorised
representatives specifying any works or repairs which they require to be done
and which are the responsibility of the Tenant within a reasonable times to put
in hand and execute the same with all possible despatch and without any
delay.

    


    (n)   NOT
TO ERECT INSTALL OR ALTER PARTITIONING FIXTURES ETC. WITHOUT LANDLORD'S
CONSENT

    Not
without the previous written consent of the Landlord (which consent shall not be
unreasonably withheld) to erect, install or alter any fixtures partitioning or
other erection or installation in the Premises or any part thereof.

    


    (o)   TO
REMOVE ILLEGAL STRUCTURES

    To remove
at the cost of the Tenant any structure erections partitions and other
alterations put up by the Tenant at any time during the said term if required by
the Building Authority or other competent Government Departments where the same
were or have been put up by the Tenant with or without the consent of the
Landlord to make good all damage caused by such removal. The Landlord shall not
be responsible to the Tenant for any loss suffered by the Tenant in any way as a
result of such removal.

    


    (p)  NOT
TO CUT INJURE OR MAIM WALLS, ETC.

    Not to
cut, maim, injure, drill into, mark or deface or permit or suffer to be cut
maimed injured drilled into marked or defaced any doors, windows, walls, beams,
structural members or any part of the fabric of the Premises nor any of the
plumbing or sanitary apparatus or installations included therein without the
previous consent of the Landlord which consent shall not be unreasonably
withheld.

    


    (q)  NOT
TO DRIVE NAILS ETC. INTO CEILINGS, WALLS OR FLOORS

    Not to
drive or insert or permit or suffer to be driven or inserted any nails, screws,
hooks, brackets or similar articles into the ceilings walls or floors of the
Premises without the previous consent of the Landlord which shall not be
unreasonably withheld nor without the like consent to lay or use any floor
covering which may damage the existing flooring.

    


    


    
      
         

      

      
        xxxvii

        
          

        

      

      
         

      

    

    


    (r)  NOT
TO DISPLAY SIGNS, NAME ETC. IN PLACES PROVIDED

    Not to
affix or display or permit or suffer to be affixed or displayed outside the
Premises any signboard, sign, decoration or other device whether illuminated or
not, which may be visible from outside the Premises save that:-

    


    
      	
              (i)  

            	
              Tenant
      shall be entitled at his own expense in display his name exhibited in
      English and Chinese in such form or lettering or characters to be approved
      by the Landlord on the Directory Boards (if the same are provided in the
      Building); and

            


    

    


    
      	
              (ii)  

            	
              Tenant
      shall be entitled at his own expense to have his name painted or
      affixed in
      plain lettering and characters to be approved by the Landlord
      on the Tenant’s entrance door or
doors.

            


    

    


    If Tenant
carries on business under a name other than his own name, he shall notify the
Landlord of the name under which his business is carried on and shall be
entitled to have that name displayed painted or affixed as aforesaid but the
Tenant shall not be entitled to change the business name without the previous
written consent of the Landlord which the Landlord may give or withhold at his
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 he may think fit to show that no breach of
Clause 2(al) has taken place or is about to take place.

    


    (s)   NO
HANGING IN COMMON PARTS

    Not to
use or cause or permit the use of the corridors, staircases or other common
passages of the Building for the purpose of drying laundry or hanging or placing
or storing any article or thing thereon or therein and not to permit the
Tenant’s agents, servants, employees, guests and invitees to use the same for
loitering or eating.

    


    (t)
NOT TO ENCUMBER OR OBSTRUCT PASSAGES AND COMMON AREAS, ETC.

    Not to
encumber or obstruct or permit to be encumbered or obstructed with any box
packaging or other obstruction of any kind or nature any of the entrance,
staircases, landings, passages, lifts, lobbies or other parts of the Building in
common use and not to leave rubbish or any other article or thing in any part of
the Building not in the exclusive occupation of the Tenant.

    


    (u)   NOT
TO LAY WIRING OR CABLES ETC. IN THE PUBLIC AREAS

    Not to
lay install affix or attach any wiring cables or other articles or things in or
upon any of the entrances staircases landings passageways lobbies or public area
except with the written consent of the Landlord.

    


    (v)    NO
SUPPORTS ETC. ERECTED ON EXTERIOR WALLS

    Not to
install or affix or erect any supports or any iron brackets or venetian blinds
or sun blinds of any description to or on any part of the exterior walls of the
Building for any purpose including the installation of air-conditioners without
prior written approval of the Landlord.

    


    


    
      
         

      

      
        xxxviii

        
          

        

      

      
         

      

    

    


    (w)   NO
OPENINGS ON EXTERIOR WALL

    Not to
make any openings on any part of the exterior walls of the Building
except with the written consent of the Landlord.

    


    


    (x)    NO
SHELTERS ON FLAT ROOFS, ETC.

    Not to
erect any shelters or coverings on any part of the flat-roofs or roof of the
Building.

    


    (y)    NO
WIRING FROM WINDOW

    Not to
erect or hang any wire or aerial wiring from the windows or outside the exterior
walls of the Building.

    


    (z)    NOT
TO OVERLOAD

    Not to
store or place any goods machinery or other things on or in any part of the
Premises which impose a loading exceeding 150 lbs. per square foot.

    


    (aa)   COMPLYING
WITH GOVERNMENT REGULATIONS

    All
machinery placed on or affixed to the Premises must be cushioned and the number
of workers working or staying in the Premises must be restricted in accordance
with Government Regulations.

    


    (ab)
NOT TO INSTALL FURNANCE, ETC. WITHOUT PRIOR GOVERNMENT PERMISSION

    Not to
install any furnace, boiler or other plant or equipment in the Premises or use
any fuel that might in any circumstances produce smoke without first obtaining
permission in writing from the Commissioner of Labour Provided That such
installation or user shall not amount to a breach of any terms and conditions in
the Government Lease or
the Deed of Mutual Covenant and the Management Agreement (if any) of the
Building.

    


    (ac)  FIRE-FIGHTING
EQUIPMENT

    All
fire-fighting equipment (if any) installed in the Premises shall be and remain
the property of
the Landlord and the Tenant shall take due care thereof and in particular the
Tenant shall not allow such equipment to be moved to any other position. The
Tenant shall further pay the annual charge or fees of all the fire-fighting
equipment installed in the Premises.

    


    (ad)  TO
ELIMINATE AND REDUCE VIBRATION AND DUMPING PRODUCED BY MACHINERIES

    The
Tenant shall mount and equip his machinery particularly machinery with
horizontal reciprocating action and every part thereof with anti-vibration
absorbers and anti-dumping absorbers of such types and designs as first approved
of in writing by the Landlord's architect and shall comply with all directions
or orders of the Landlord for eliminating and reducing vibrations and dumping
produced by the operation and running of any of the machinery installed at the
Premises.

    


    (ae)  NOT
TO ALTER SMOKE LOBBY DOORS

    Not to
alter the position of the smoke lobby doors or to make any additions to such
doors.

    


    


    
      
         

      

      
        xxxix

        
          

        

      

      
         

      

    

    


    (af)   NOT
TO OVERLOAD LIFTS

    Not to
overload the lifts in the Building in excess of their maximum capacity and to be
responsible for any damage caused by any breach hereof.

    


    (ag)  NOT
TO PREPARE FOOD OR PERMIT ODOURS

    Not to
prepare or permit or suffer to be prepared any food in the Premises or to cause
or permit any offensive or unusual odours to be produced upon permeate through
or emanate from the Premises.

    


    (ah)  NOT
TO PRODUCE MUSIC OR NOISE AUDIBLE OUTSIDE

    Not to
produce or permit or suffer to be produced any music or noise (including sound
produced by broadcasting or any apparatus or equipment capable of producing,
reproducing, receiving or recording sound) so as to cause a nuisance to other
users of the Building and where music is to be regularly played to install at
the Tenant’s cost or expense and to the satisfaction of the Landlord adequate
sound proofing or insulation devices in the Premises.

    


    (ai)   NOT
TO PERMIT ANY 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 to the Landlord or to the tenants or occupiers of the other premises
in the Building or in any adjoining or neighbouring building.

    


    (aj)   NOT
TO KEEP ITEMS OF COMBUSTIBLE OR HAZARDOUS GOODS

    
      


      Not to
keep or store or permit or suffer to be kept or stored in the Premises and the
Car Parking Spaces any arms, ammunition, gun-powder, salt-petre, kerosene or
other explosive or combustible substance or otherwise unlawful or dangerous or
hazardous goods except with the consent and approval of the appropriate
Government authorities. If consent and approval has been obtained, certified
copy of the Consent and Approval Letter or License should be produced to the
Landlord before the storage.

    

    


    (ak)  NOT
TO KEEP ANIMALS OR PETS AND TO PREVENT INFECTION

    Not to
keep or permit or suffer to be kept any animals or pets inside the Premises and
to take all such steps and precautions to the satisfaction of the Landlord to
prevent the Premises or any part thereof from becoming infested by termites,
rates, mice, roaches or any other pests or vermin.

    


    (al)    NOT
TO ASSIGN UNDERLET, ETC.

    
      Not to
assign, underlet, part with possession of or transfer the Premises and/or the
Car Parking Spaces 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
Premises and/or the Car Parking Spaces or any part thereof irrespective of
whether any rental or other consideration is given therefor except with the
written consent of the Landlord. The tenancy shall be personal to the Tenant
named in this Agreement and without in any way limiting the generality of the
foregoing, the following acts and events shall, unless approved in writing, be
deemed to be breaches of this Clause:-

    

     

     

     

    
      
         

      

      
        xxxx

        
          

        

      

      
         

      

    

    
 

    
      	
              (i)  

            	
              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;

            


    

    


    
      	
              (ii)  

            	
              in
      the case of a tenant who is an individual (including a sole surviving
      partner or 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 Premises or any part thereof shall vest in the executors
      administrators personal representatives next of kin trustee or committee
      of any such individual;

            


    

    


    
      	
              (iii)  

            	
              in
      the case of a corporation, any reconstruction, amalgamation, merger
      or  voluntary liquidation or any change in shareholding or in
      the control of ultimate beneficial ownership;
  and

            


    

    


    
      	
              (iv)  

            	
              the
      giving by the Tenant of a Power of Attorney or similar authority whereby
      the donee of the power obtains the right to use, possess, occupy or enjoy
      the Premises and/or the Car Parking Spaces or any part thereof or does in
      fact use, possess, occupy or enjoy the
same.

            


    

    


    (am)  NOT
TO BREACH GOVERNMENT LEASE OR CAUSE INSURANCE TO BE VOIDED OR PREMIUM
INCREASED

    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 land on
which the Building stands is held from the Government or whereby any insurance
on the Building against loss or damage by fire 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 at his
option either to terminate this Agreement or to continue the same upon payment
by the Tenant of the additional premium and upon such other terms and conditions
as the Landlord may at his discretion think fit to impose.

    


    (an)  TO
COMPLY WITH DEED OF MUTUAL COVENANT AND ORDINANCES, ETC.

    To obey
and comply with and to indemnify the Landlord against the breach of the Deed of
Mutual Covenant and Management Agreement (if any) of the Building and all
ordinances, regulations, by-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 Premises or to any other acts deeds matters or things
done permitted suffered or omitted therein or thereon by the Tenant or any
employee agent or licensee of the Tenant.

    


    (ao)   TO
MAKE GOOD DAMAGE TO BUILDING

    To make
good at the expenses of the Tenant any portion of the Building which may be
damaged through any omission act or default of the Tenant or of any of his
servants, visitors or through the escape of water, fire, smoke or fumes from or
explosion in the Premises.

    


    (ap)   TO
REIMBURSE LANDLORD FOR WORK DONE

    To
reimburse the Landlord for the costs of any work which the Tenant is liable to
perform hereunder and has defaulted in performing the same including but not
limited to all reasonable costs incurred by the Landlord in cleansing or
clearing 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 or licensee of the Tenant.

     

     

     

    
      
         

      

      
        xxxxi

        
          

        

      

      
         

      

    

    
 

    (aq)   TO
BE RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY INTERIOR DEFECTS

    To be
wholly responsible for any loss damage or injury caused to any other person
whomsoever directly or indirectly through the defective or damaged condition of
any part of the interior of the Premises save and except where such loss damage
or injury arises through the breach or non-observance or non-performance by the
Landlord of the Landlord's covenants or through the neglect or lack of proper
skill on the part of the Landlord or any employee contractor or agent of the
Landlord and Subject as aforesaid to make good the same by payment or otherwise
and to indemnify the Landlord against all actions, proceedings, claims and
demands made upon the Landlord in respect of any such loss damage or injury and
all costs and expenses incidental thereto.

    


    (ar)   TO BE
RESPONSIBLE FOR CONTRACTORS SERVANTS AGENTS AND
LICENSEES

    To be
responsible to the Landlord for the acts neglects and defaults of all
contractors, servants, agents and licensees of the Tenant as if they were the
acts neglects and defaults of the Tenant himself and for the purposes of this
Agreement "Licensee"
shall include any person present in using or visiting the Premises with the
consent of the Tenant, express or implied.

    


    (as)   TO
NOTIFY LANDLORD OF ACCIDENTS AND DEFECTS IN FITTINGS AND FIXTURES

    To notify
the Landlord of any accidents to or defects in the water pipes, gas pipes,
electrical wire or fittings or other facilities provided by the Landlord in the
Premises whether or not the Tenant is liable hereunder for the repair of the
same upon the same coming to the knowledge of the Tenant.

    


    (at)    TO
REMOVE REFUSE TO A PLACE SPECIFIED BY LANDLORD

    To remove
each day from the Premises all refuse and rubbish to such spot as shall be
specified by the Landlord from time to time and subject to such reasonable rules
and regulations as the Landlord may from time to time determine.

    


    (au)  RE-INSTATE
PREMISES

    
      Unless
the Landlord otherwise agrees in writing, to re-instate and restore the Premises
to their original condition as at 1st day
of August 2001 (as evidenced by taking photographs upon signing of the Tenancy
Agreement at date of 1st
August 2001) and to make good all damage caused or occasioned by the erection
and removal of alterations partitions or other erections, the Tenant shall yield
up the Premises together with all fixtures, fittings and additions therein and
thereto.

    

    


    (av)  TO
YIELD UP AT THE END OF THE TERM

    
      Quietly
to yield up the Premises together with all fixtures, fittings and additions
therein and thereto which the Landlord agrees to retain and the Car Parking
Spaces at the
expiration or sooner determination of this tenancy in good clean and tenantable
repair and condition (fair wear and tear excepted).

    

     

     

    
      
         

      

      
        xxxxii

        
          

        

      

      
         

      

    

     

    
      	
              3.  

            	
               LANDLORD’S
      COVENANTS

            


    

    
      


       

      3.01 The
Landlord hereby with the Tenant as follows:-

    

    


    (a)    TO
PAY GOVERNMENT RENT, ETC.

    
      That the
Landlord will pay the Government rent payable in respect of the Premises and the
Car Parking Spaces and the Property Tax (if any) payable in respect of the
Premises and the Car Parking Spaces and any expenses of a capital or
non-recurring nature Provided That all charges and outgoings in relation to the
Tenant’s own installations shall be borne by the Tenant
solely.

    

    


    (b)    THE
TENANT SHALL HAVE QUIET ENJOYMENT

    
      That the
Tenant paying the Rent and management fees and maintenance charges hereby agreed
to be paid on the days and in 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 Premises and the Car Parking Spaces during the said term
without any interruption by the Landlord or any person lawfully claiming under
or in trust for the Landlord.

    

    


    (c)   TO
KEEP IN REPAIR THE OUTSIDE MAIN WALLS AND ROOF, ETC.

    
      To keep
the outside main walls structure foundations and roof (except the areas that
show evoking towards are erected) of the Building and the lift entrance hall,
corridor, passages, staircases and the convenience (if any) intended for the
common use of the occupants at all times in complete repair (including drains,
gutters and external pipes) in accordance with the relevant provisions of the
Deed of Mutual Covenant and/or the Management Agreement (if
any).

    

    


    
      	
              4.  

            	
                IT
      IS HEREBY FURTHER EXPRESSLY AGREED AND DECLARED AS
    FOLLOWS:-

            


    

    


    (a)    OTHER
PROVISIONS LANDLORD’S RIGHT OF RE-ENTRY

    If the
Rent and/or air-conditioning charges and/or management fees and maintenance
charges and/or rates and/or other charges hereby agreed to be paid or any part
thereof shall be unpaid for seven days after the same shall
become  payable (whether legally or formally demanded or not) or if
the Tenant shall fail   or neglect to observe or perform any 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  (save for the purposes
of amalgamation or reconstruction) or if any petition shall be filed for winding
up of the Tenant or if the Tenant otherwise becomes
insolvent    or makes any composition or arrangement with
creditors or shall suffer any execution to be levied on the Premises and the Car
Parking Spaces 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 the Premises
and the Car Parking Spaces 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

    


     

    
      
         

      

      
        xxxxiii

        
          

        

      

      
         

      

    

    
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 damage thereby incurred from the deposit paid by the Tenant in accordance
with Clause 5 hereof.

    


    (b)   WRITTEN
NOTICE SUFFICIENT 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 full and sufficient exercise of such power without actual entry on the part
of the Landlord.

    


    (c)
ACCEPTANCE OF RENT NOT WAIVER OF BREACH OF  COVENANT

    Acceptance
of Rent (or management fees) by the Landlord shall not be deemed to operate as
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.

    


    (d)  LANDLORD
NOT LIABLE FOR OVERFLOW OF WATER/TENANT TO INDEMNIFY LANDLORD
AGAINST CERTAIN CLAIMS

    The
Landlord shall not be under any liability to the Tenant or to any
other person whomsoever in respect of any loss or damage to person or property
sustained by the Tenant or any such other person caused by or through or in any
way owing to the overflow of water from any where within the Building save and
except where such loss or damage to person or property arises through the
breach or non-observance or non-performance by the Landlord of the Landlord's
covenants or through the neglect or lack of proper skill on the part of the
Landlord or any employee, contractor or agent of the Landlord. Subject as
aforesaid, the Tenant shall fully and effectually indemnify the Landlord from
and against all claims and demands made against the Landlord by any person in
respect of any loss damage or injury caused by or through or in any way owing to
the overflow of water from the Premises or to
the neglect or default of the Tenant, his servants or agents or to the defective
or damaged condition of the interior of the Premises or any
fixtures or fittings, for the repair of which the Tenant is responsible
hereunder and against all costs and expenses incurred by the Landlord in respect
of any such claim or demand.

    


    (e)    NO
ADVANCE PAYMENT OF RENT

    No
advance payment of Rent has been paid to the Landlord except in pursuance to
Clause 1 hereof.

    


    (f)
LANDLORD NOT LIABLE FOR BREAKDOWN IN AIR-CONDITIONING OR LIFTS

    The
Landlord shall not in any circumstances be liable to the Tenant for any defect
in or failure or breakdown of electricity, gas or water supply, lifts services
or air-conditioning system nor shall the Rent or management fees and maintenance
charges abate or cease to be payable on account thereof.

    


    (g)   SUSPENSION
OR ABATEMENT OF RENT IN CASE OF FIRE, ETC.

    
      If the
Premises and the Car Parking Spaces or the Building or any part thereof shall at
any time during the tenancy rendered be inaccessible or so destroyed or damaged
owing to fire, water storm, wind, typhoon, defective construction, white ants,
earthquake subsidence of the ground or any calamity beyond the control of the
Landlord as to render the Premises and the Car Parking Spaces unfit for
habitation and use and the policy or policies of insurance effected by the
Landlord shall not have been vitiated or payment of the policy moneys refused in
whole or   in part in consequence of any act or default of the
Tenant or if at any time during  the continuance of this tenancy the
Premises and the Car Parking Spaces or the Building shall be condemned as a
dangerous structure or a demolition order or closing order shall become
operative in respect of the Premises and the Car Parking Spaces or the Building
then the Rent hereby reserved or a fair proportion   thereof
according to the nature and extent of the damage sustained or order made shall
after the expiration of the then current month be suspended and ceased until the
Premises and the Car Parking Spaces or the Building shall again be rendered
accessible or fit for habitation and use (as the case may be) Provided That
should  the Premises and the Car Parking Spaces or the Building not
have been reinstated    in the meantime either the Landlord
or the Tenant may at any time after three months from the occurrence of such
damage or destruction or order give to the other of them notice in writing to
determine this present tenancy and thereupon the same and everything herein
contained shall determine as from the date of the occurrence of such destruction
or damage or order of the Premises and the Car Parking Spaces or of the Building
becoming inaccessible but without prejudice to  the rights and
remedies of either party against the other in respect of any antecedent claim or
breach of the agreements, stipulations, terms and conditions herein contained or
of the Landlord in respect of the Rent and management fees and other charges
payable hereunder prior to the coming into effect of the
suspension.

    

     

    
      
         

      

      
        xxxxiv

        
          

        

      

      
         

      

    

    
 

    (h)    FOR
THE PURPOSE OF DISTRAINT RENT IN ARREARS If NOT PAID IN ADVANCE ON DUE
DATE

    
      For the
purposes of Part III of the Landlord and Tenant (Consolidation) Ordinance Cap.7
and of these presents the Rent and management fees and other charges payable in
respect of the Premises and the Car Parking Spaces 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. All costs and expenses for and incidental to any
distraint shall be paid by the Tenant and is recoverable from him as a debt on a
full indemnity basis. For the purpose of distraint and these presents, any
outstanding management fees payable in respect of the Premises and the Car
Parking Spaces shall be deemed to be arrears of rent.

    

    


    (i)           NO
WAIVER BY LANDLORD

    No
condoning, excusing or waiving 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-performance or non-observance 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 or
obtaining the specific written consent of the Landlord in the future unless
expressly so provided.

     

     

    
      
         

      

      
        xxxxv

        
          

        

      

      
         

      

    

    
(j)     LANDLORD
CAN EXHIBIT LETTING NOTICES DURING LAST THREE MONTHS OF TERM

    
      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 Premises and/or
the Car Parking Spaces a notice stating      that
the Premises and/or the Car Parking Spaces are to be let and such other
information in connection therewith as the Landlord shall reasonably require
and        the Landlord shall be at
liberty with prior arrangement with the Tenant to show the Premises to
prospective tenants.

    

    


    (k)     LANDLORD
IS ENTITLED TO CHANGE THE NAME OF THE BUILDING

    The
Landlord shall at any time during the said term be entitled to change the name
of the Building on giving reasonable notice to the Tenant and in respect
thereof   the Landlord shall not be liable in damages to the
Tenant or be made a party to   any other proceedings or for costs
of expenses of whatsoever nature incurred by the Tenant as a result of such
change.

    


    (l)      NO
WARRANTY AS TO USER

    
      The
Landlord does not warrant that the Premises and the Car Parking spaces are
suitable for any particular purpose.

    

    


    (m)   SERVICE
OF NOTICE

    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 Premises or the Tenant’s registered office or 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 to the Landlord's registered office or address as shown in
this   Agreement.

    


    (n)     STAMP
DUTY AND COSTS

    
      All the
costs of and incidental to the preparation completion and registration of this
Agreement and the stamp duty, registration fee and other disbursements on this
Agreement shall be borne by the parties herein in equal
shares.

    

    


    5.  (a)   TENANT’S
DEPOSIT

    
      The
Tenant shall on the signing hereof deposit and maintain with the Landlord a
deposit of the amount as set out in the Third Schedule hereto. 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 the said stipulations or conditions
aforesaid, the Landlord shall be entitled to terminate this Agreement and
to forfeit the said deposit by way of liquidated damages without prejudice to
the Landlord's right to claim against the Tenant for further damages suffered by
the Landlord as a result of the Tenant’s breach
of  this  Agreement.   Notwithstanding  the  foregoing,  the   Landlord   may
in any such
event at his option elect nor to terminate this Agreement and forfeit the
deposit but to deduct therefrom 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 the Premises and the Car Parking Spaces and to
determine this Agreement and   forfeit the deposit as
hereinbefore provided.

    

     

     

    
      
         

      

      
        xxxxvi

        
          

        

      

      
         

      

    

     

    (b)   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 or sooner determination
of this Agreement and the delivery of vacant possession to the Landlord or
within thirty days of the settlement of the last outstanding claim 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.

    


    (c)   TRANSFER
OF DEPOSIT

    
      In the
event that the Landlord shall assign its reversionary interest in the Premises
and/or the Car Parking Spaces, the Tenant shall agree to the Landlord
transferring the said deposit to the assignee and shall waive its right to
recover the said deposit from the Landlord upon receipt of a written notice from
the Landlord that such transfer has been effected.

    

    
      


      6.
COOLING TOWERS

    

    
      


      6.01 The
Landlord has granted a license to the Tenant to use 2 areas of 11 'x
11'              each
on the roof of the Building to install 2-100 tons (RT) cooling
tower(s)   (weight 1500 kg. each) such areas have been designated
by the Landlord
Provided            that
subject to compliance by the Landlord with Clause 6.02 :-

    

    
       

      
        	
                (a)

              	
                the
      Tenant shall ensure that the installation of the said cooling towers shall
      not cause damage to the
Building.

              


      

    

    
       

      
        	
                (b)

              	
                the
      Tenant shall be responsible for all expenses for the repair
      and  maintenance of the said cooling towers and the said areas
      to the satisfaction of  the
Landlord.

              


      

    

    
       

      
        	
                (c)

              	
                such
      installation shall not be in breach of any ordinances or regulations of
      Hong Kong; and

              


      

    

    
       

      
        	
                (d)

              	
                at
      the expiration or sooner determination of the tenancy the Tenant shall at
      its own cost and expense remove the said cooling towers and at like cost
      and expense reinstate the said areas to their original condition to the
      satisfaction of the Landlord if required by the Landlord by giving 30
      days' written notice  to the
Tenant.

              


      

    

    
       

      6.02 The
Landlord shall ensure that the Building is at all times constructed and/or
reinforced so as to be able safely to cany the said cooling towers and to
be  in compliance with all loading requirements of any ordinances or
regulations of Hong Kong in relation to the
installation of the cooling towers.

    

    
      


       

      
        
           

        

        
          xxxxvii

          
            

          

        

        
           

        

      

       

      7.
OPTION TO RENEW

    

    
      7.01 If
the Tenant shall be desirous of renewing the tenancy of the Premises and the Car
Parking Spaces for a further term of three years as mentioned in the said Third
Schedule referred below from the expiration of the term hereby created at the
rent and on the terms and conditions hereinafter mentioned, the Tenant shall,
not less than three months before the expiration of the said term, give to the
Landlord notice in writing of the Tenant's desire provided that the Tenant shall
not have been delinquent in paying Rent and shall have reasonably performed and
observed the several stipulations herein contained up to the termination of the
tenancy hereby created in this Agreement, then the Landlord will renew this
tenancy and let the Premises and the Car Parking Spaces to the Tenant for the
said further term at the rent as mentioned in the said Third Schedule Subject in
all other respects to the same stipulations as are herein contained except this
clause for renewal.

    

    


    8.   LAWS

    
      8.01 This
Agreement shall be construed and take effect in accordance with Hong Kong
Law.

    

    
      


       

      9.
HEADING NOTES

    

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

    

    


    


    THE FIRST SCHEDULE ABOVE
REFERRED TO

    


    
      	
              Landlord:

            	
              JING WAH GARMENTS MANUFACTORY
      COMPANY LIMITED (正華製衣有限公司)
      whose registered office is situate at 8th Floor, Jing Wah Building, 10 Sam
      Chuk Street, San Po Kong, Kowloon, Hong
Kong

            


    

     

    
      
        	
                Tenant:

              	
                SUPERTEX, LIMITED whose
      registered office is situated at Ground Floor, Jing Wah Building, 10 Sam
      Chuk Street, San Po Kong, Kowloon, Hong
Kong

              


      

    

    


     

    THE SECOND SCHEDULE ABOVE
REFERRED TO

    


    
      Premises:
ALL THOSE UNIT B on the GROUND FLOOR, the whole of the
FIRST FLOOR and the
whole of the SECOND FLOOR of
NO.10 SAM CHUK STREET Kowloon, Hong Kong erected on NEW KOWLOON

    

    
      INLAND
LOT NO.4437.

    

    
      


       

      THE THIRD SCHEDULE ABOVE
REFERRED TO

    

    
       

      
        	
                Term:

              	
                For
      the term of THREE YEARS
      commencing on the 1st
      day of December 2009 and expiring on the 30th
      day of November 2012 (both     days
      inclusive).

              


      

    

    
       

      Rent:     HK$71,080.00  (apportionment  of
which  is  set  out  hereunder)  per
calendar
month (exclusive of rates) payable in advance clear of all deductions on the 1st
day of each and every calendar month. The first payment to be made upon the
signing hereof.

    

    
       

       

      
        
           

        

        
          xxxxviii

          
            

          

        

        
           

        

      

      
Premises                                                             Area                                Monthly
Rent

    

    
      Unit B on
Ground
Floor                                                                         3,600
sq.ft.                           HK$19,080.00

    

    
      The whole
of 1st
Floor                                                                         10,000
sq.ft.                                  HK$26,000.00

      The whole
of 2nd
Floor                                                                         10,000
sq.ft.                                  HK$26,000.00

      


      User: As
factory use under the name of Tenant.

      Deposit:                                             HK$71,080.00.

      


      Renewal
Option

    

    
      


      A Further Term of Years: 3
years from the expiration of the above referred term hereby
created.

    

    
      


      Monthly
Rent: At the then current market rental.

    

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

    


    


    


    


    SIGNED
by:                                                                )

               )

    for and
on behalf of the
Landlord                                                                           )

    in the
presence
of:-                                                                )

    


    


    


    SIGNED
by:                                                                 )

    )

    for and
on behalf of the
Tenant                                                                           )

    in the
presence
of:-                                                                )

    
      


    


    
      
        
           

          Page

        

         


      

      
        xxxxix

        
          

        

      

      
         


      

    


    
      Dated
the    11th                                        day
of        September           2009

    

    
      


       

      &&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

    

    
      


       

      TENANCY
AGREEMENT

    

    
      


       

      &&&&&&,&&&&&&&&&&&&&&&&&&&&&&&&&

    


    
      
        
           

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