ex10_21.htm


    
      Exhibit
10.21

      
        	 	  
      Chinachem Group


      

      7th July
2006

    

    
       

      


      
        	
                NCN
      Group Management Limited

              	
                By
      Hand & By Fax

              
	
                c/o
      China Peak Holdings Limited

              	
                Fax No.: 2295 6977

              
	
                Suite
      2102, 21st Floor

              	 
      
	
                Chinachem Century Tower

              	 
      
	
                178
      Gloucester Road

              	 
      
	
                Wanchai

              	 
      
	
                Hong
      Kong

              	 
      


      

       

      Attn :
Miss Chan

       

      Dear
Sirs,

       

      
        
          
            
              
                	
                        Re  :

                      	
                        The
      whole of 21st Floor, Chinachem Century Tower, 178 Gloucester
      Road, Wanchai. Hong Kong.

                      


              

            

          

        

      

      


       

      We refer
to your interest in leasing of the above property and are pleased to set out
herewith the terms
and conditions which the Landlord would be willing to offer :-

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            1.

                                          	
                                            Landlord

                                          	:	
                                            Cheong
      Ming Investment Company Limited

                                          
	 
      	 
      	 	 
      
	
                                            2.

                                          	
                                            Tenant

                                          	:	
                                            NCN
      Group Management Limited

                                          
	 
      	 
      	 	 
      
	
                                            3.

                                          	
                                            Premises

                                          	:	
                                            The
      whole of 21st Floor, Chinachem Century Tower

                                          
	 
      	 
      	 	 
      
	
                                            4.

                                          	
                                            Area

                                          	:	
                                            3,500
      sq. ft. gross

                                          
	 
      	 
      	 	 
      
	
                                            5.

                                          	
                                            Term
      of Tenancy

                                          	:	
                                            3
      years

                                          
	 
      	 
      	 	 
      
	
                                            6.

                                          	
                                            Commencement
      Date

                                          	:	
                                            15th
      November 2006

                                          
	 
      	 
      	 	 
      
	
                                            7.

                                          	
                                            Monthly
      Rent

                                          	:	
                                            HK$70,000.00
      per calendar month.

                                          
	 
      	 
      	 	 
      
	
                                            8.

                                          	
                                            Rent
      free period

                                          	:	
                                            No
      rent and air-conditioning charge will be charged for the 1st, 2nd months
      and rent free only for the 19th, 36th month of the term mentioned above.
      However, the rent free period will not be free of any other outgoing that
      Tenant covenants to pay under the Tenancy and shall be paid up in full
      upon signing of the Tenancy Agreement. If the Tenant commence business,
      the air-conditioning charge will become
payable.

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


       

      Top
Floor, Chinachem Golden Plaza, 77 Mody Road, Tsimshatsui East, Kln.
Fax: (852) 23113258 Tel: 27398811

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          


      

      
         

        
          	 	  
      Chinachem
      Group


        

      

      


      
        
          
            
              
                	
                        9.

                      	
                        Management
      Fee

                      	
                        :

                      	
                        The
      initial charge for management fee will be HK$1.50 per square
      foot gross per calendar month which sum shall be subject to review based
      upon increase in the costs of service provided.

                      
	 
      	 
      	 
      	
                         

                      
	
                        10.
      

                      	Air-conditioning	:	
                        The
      initial charge for air-conditioning charge will be HK$2.00 per square foot
      gross per calendar month which sum shall be subject to review based upon
      increase in the cost of supply.

                      
	 
      	 
      	 
      	
                        Normal
      operation hour will be as follows : -

                      
	 
      	
                         

                      	 
      	 
      
	 
      	 
      	 
      	
                        Monday
      –
      Friday            
      8:30 a. m.     to     6:00 p.
      m.

                      
	 
      	 
      	 
      	
                        Saturdays                         
      8:30 a. m.     to     1:30 p.
      m.

                      
	 
      	 
      	 
      	
                        Sundays
      & Public

                      
	 
      	 
      	 
      	
                        Holidays                                                
      NIL

                      
	 
      	 
      	 
      	 
      
	
                        11.
      

                      	
                        Additional
      

                        Air-conditioning

                      	:	
                        The
      charge for additional air-conditioning services outside normal operation
      hour requested by the Tenant shall be at such rate as shall be determined
      by the Landlord according to the costs of supply.

                      
	 
      	 
      	 
      	 
      
	
                        12.
      

                      	Government Rates	:	
                        Government rates
      will be charged to the Tenant's account quarterly in advance, and prior to
      formal assessment by Rating and Valuation Department will be charged at 5%
      on rental payable
      per month, any adjustment necessary will be made upon such formal
      assessment.

                      
	 
      	 
      	 
      	 
      
	
                        13.
      

                      	Deposit	:	
                        The
      following deposit shall be payable by the Tenant : -

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                        1)    
      Upon signing of this Letter of Offer

                      
	 
      	 
      	 
      	
                                
      a)    One month's rent

                      
	 
      	
                         

                      	 
      	 
      
	 
      	 
      	 
      	
                        2)    
      Upon signing of the Tenancy Agreement :-

                      
	 
      	 
      	 
      	
                                
      a)    Two months' rent

                      
	 
      	 
      	 
      	
                                
      b)    Three months' management fee

                      
	 
      	 
      	 
      	
                                
      c)    Three months' air-conditioning
  charge

                      
	 
      	 
      	 
      	 
      
	 
      	
                         

                      	 
      	
                        The
      deposit may have to be topped-up by Tenant from time to time such that it
      maintains an amount equivalent to three months' rent, management fee and
      air-conditioning charge.

                      
	 	 	 	 
	
                        14.
      

                      	Advance
      Charges	:	
                        All payments of
      rent, management fee and air-conditioning charge shall be payable monthly
      in advance on the 1st day of each calendar month and the rates shall be
      payable quarterly in advance on the 1st day of January, April, July and
      October throughout
      the term of Tenancy. The first of such payments shall be payable upon
      signing of the Tenancy Agreement.

                      
	 
      	 
      	 
      	 
      
	
                        15.
      

                      	User	:	
                        The
      use of the premises will be restricted to office use
  only.

                      


              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          
            	 	  
      Chinachem
      Group


          

        

         

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  16.

                                                	Fitting
      Out  	
                                                  :

                                                	
                                                  The Tenant
      shall not commence any fitting out works to the said premises without
      the prior written approval by the Landlord of plans and specifications
      submitted by the Tenant.

                                                
	 
      	 
      	 
      	 
	17.	Decoration
      Deposit    	:	
                                                  The Tenant
      shall pay a decoration deposit in a sum of HK$17,500.00 upon execution of
      the Lease. The decoration deposit will be refunded after deduction, if
      any, to the Tenant after completion of his fitting our
    works.

                                                
	 
      	 
      	 
      	 
	18.	
                                                  Nominated
      Contractor 

                                                	:	
                                                  All electrical
      wiring installations and fitting from the building meter
      room to the Tenant's meter and/or main MCB switch, all alteration
      works relating to plumbing and drainage, air-conditioning structural and
      fire services within the premises shall use the Landlord's nominated
      contractors and all costs will be born by the
      Tenant.

                                                
	 
      	 
      	 
      	 
	19.	Cleaning
      Contractor    	:	
                                                  The Tenant shall be
      responsible for the general cleaning service to
      the interior of the demised premises and to appoint only such cleaning
      contractor approved by the Landlord or to employ his own employee for the
      cleaning of the premises.

                                                
	 
      	 
      	 
      	 
	20.	Signage	:	
                                                  The Tenant
      shall not affix or display within or outside the premises any writing,
      sign, poster, flag or other device notice whether illuminated or not which
      may be visible from outside of the premises without writing consent by the
      Landlord.

                                                
	 
      	 
      	 
      	 
      
	21.	Name of
      Building      	:	
                                                  The Landlord
      reserves the right to name or rename the Building with any such name or
      style as it in its absolute discretion may determine and at any time and
      from time to time to change alter substitute or abandon any such name
      provided that the Landlord shall give the Tenant and the Postal and other
      relevant Government Authorities not less than three months' notice of its
      intention
      to do so.

                                                
	 
      	 
      	 
      	 
      
	22.	Landlord's
      Provision 	:	
                                                  The Landlord agrees
      to provide the materials of ceiling grills, ceiling tiles, light boxes,
      sterling carpet without installation to the Tenant in our standard
      quantities upon the Tenant's request not later than 14th December 2006.
      All material shall be picked up
      at the Landlord's warehouses at different places. Should the Tenant
      request the delivery all costs will be borne by the
      Tenant.

                                                
	 
      	 
      	 
      	 
	23.	Alterations
      to Building	:	
                                                  The Landlord
      reserves the right from time to time to improve extend
      add to or reduce the common areas and/or the common facilities
      of the Building or any part thereof in any manner whatsoever alter or deal
      with the Building or any part thereof (other than the Premise) Provided
      always that in exercising such right the Landlord will endeavor to cause
      as little inconvenience to
      the Tenant as is practicable under the
      circumstances.

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        
           

          
            	 	  
      Chinachem
      Group


          

        

         

      

      
        
          
            
              
                
                  	
                          24.

                        	Sub-Letting  	
                          :

                        	
                          The
      Tenant shall not assign, sublet, license or part with possession
      of the premises or any part
  thereof.

                        
	 
      	 
      	 
      	 
	25.	Legal
      Cost   	:	
                          All
      costs and expenses of and incidental to the preparation and completion of
      the Tenancy shall be paid and borne by the parties in equal share, save
      that if the Tenant instruct another firm of solicitors
      to act on their behalf other than Ford Kwan & Company in that event
      the Tenant shall pay to the Landlord's solicitors Ford Kwan & Company
      on behalf of the Landlord the costs
      of the Tenancy at half scale
  charge.

                        
	 
      	 
      	 
      	 
	
                          26.

                        	Redevelopment	:	
                          The Tenant
      hereby agrees that if any time during the term hereby created the Landlord
      shall redevelop the building by serving 6 months' prior written notice to
      the Tenant and the Tenancy shall cease and be void upon the expiration of
      the notice.

                        
	 
      	 
      	 
      	 
	27.	Stamp
      Duty	:	
                          To be shared
      equally between the Landlord and the new Tenant.

                        
	 
      	 
      	 
      	 
	28.	Special
      Conditions	:	
                          The premises
      will be delivered to the Tenant in "as is" condition and the Tenant hereby
      declares and confirms that the existing fittings, partitions, ceiling,
      air-conditioning ductings, fancoil units and decoration of the premises
      will be taken over and upon earlier determination or expiration of the
      Lease, the Tenant shall upon the Landlord's request remove at the Tenant's
      own costs such fitting, partitions, ceiling, air-conditioning ductings,
      fancoil units and decoration and restore and reinstate the Premises to a
      good and tenantable condition.

                        
	 
      	 
      	 
      	 
      
	29.	Formal
      Tenancy Agreement	:	
                          The
      Tenant shall attend the office of the Landlord's solicitor on or
      before 31st July 2006 to sign a Formal Tenancy Agreement which
      shall be in such terms as the Landlord may in its absolute discretion
      determine and to pay the balance of the deposits and such
      rentals and other charges as may be required by the Landlord.
      Should the Tenant fail to sign the Formal Tenancy Agreement
      or pay the balance of deposit or any rentals or charge on
      or before the date aforesaid, the Landlord shall be entitled to
      forfeit
      all payments that have been made by the Tenant together with
      the tenancy created hereunder (if any) to re-enter upon the said
      premises if the same have been delivered to the Tenant without
      prejudice to any other rights of the Landlord hereunder or
      otherwise.

                        


                

              

            

          

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	 	  
      Chinachem
      Group


        

         

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    30.

                                  	Time
      Limit 	
                                    :

                                  	This offer is valid
      until 5:00 p.m. on 14th July
  2006.


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      Please
confirm your acceptance as set out above by signing and returning the duplicate
of this letter together with your cheque in a sum of HK$70,000.00 (equivalent to
one month's rent) by way of initial deposit made payable to "Chinachem Agencies Limited".

      


      If you
wish to discuss this matter in further detail, please do not hesitate to contact
our Mr. Gipsy Yung or the undersigned.

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	Yours
      faithfully,	 	 
	For
      and on behalf of	 	 
	Chinachem
      Agencies Limited  	Accepted
      By:	 
	 	NCN
      Group Management Limited	 
	 	 	 	 
	 	 	For
      and on behalf of	 
	 	 	NCN
      Group Management Limited	 
	 	 	 	 
	
                                               

                                            	
                                               

                                            	/s/ [ILLEGIBLE
      SIGNATURE]	 
	 	 Authorized
      Signature(s)	 
	/s/
      W.K. Tam	Company
      Chop &	 
	 	Authorized
      Signature	 
	W.K.
      Tam	 	 	 
	Manager	 	 	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        



      


       

      


       

      Encl.

      WT/al