Exhibit 10





	

Exhibit 10.6


	
 
	

PacificNet Hong Kong Office Lease Agreement


	
 
	

August 30, 2002


	
 
	

Re: Suite 1702, 17/F., Chinachem Century tower, 178 Gloucester Road, Wanchai,
Hong Kong


	
 
	

We refer to your interest in leasing of the above property and are please 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

	

:

	

Pacificnet.com (SE Asia) Limited


	

3.     Premises

	

:

	

Suite 1702, 17/F., Chinachem Century Tower


	

4.     Area

	

:

	
2,146 sq. ft. gross	
	

5.     Term of Tenancy

	

:

	

2 years


	

6.     Commencement Date

	

:

	

16th September 2002


	

7.     Monthly Rent

	

:

	

Hk$13.00 per sq.ft. gross per calendar month


	

8.     Rent free period

	

:

	

No rent and air-conditioning fee will be charged for the first three months and
rent free only for the last one month of the term mentioned above.  However, the
rent free period will not be free of any other outgoing that Tenant convenant to
pay under the Lease and shall be paid up in full upon signing of the Lease
Agreement.  If the Tenant commence business, the air-conditioning charge will
become payable.


	

9.     Option to review

	

:

	

The Tenant shall have an option to renew the Tenancy for a further term of one
year at the Fair market Rent by three months’ prior written notice.  If
both parties cannot meet the Agreement, the Fair Market Rent shall be determined
by an independent surveyor.


	

10.     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.


	

11.     Air-conditioning

	

:

	

The initial charge for air-conditioning charge will be HK$2.00 per sq. ft. gross
per calendar month which sum shall be subject to review based upon increase in
the costs of supply.  Normal operation hour will be as follows:-


	
 	

:

	
Mondays-Fridays                       8:30a.m.-6:00p.m.	
	
 	

:

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

:

	
Sundays & Public Holidays          NIL	
	

12.     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.


	

13.     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.


	

14.     Deposit

	

:

	

The following deposit shall be payable by the Tenant:-


	
 	
 	

1.

	
Upon signing of the Letter of Offer	
	
 	
 	
 	
a.   One month’s rent	
	
 	
 	

2.

	
Upon signing of the Lease	
	
 	
 	
 	
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.








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15.     Advance Charges

	

:

	

All payments of rent, management fee and air-conditioning charges shall be
payable monthly in advance, and the rates shall be payable quarterly in advance.
The first of such payments shall be payable upon signing of the Lease
Agreement.


	

16.     User

	

:

	

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


	

17.     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.


	

18.     Decoration Deposit

	

:

	

The Tenant shall pay a decoration deposit in a sum of HK$10,730.00 upon the
execution of the Lease.  The decoration deposit will be refunded after
deduction, if any, to the Tenant after completion of his fitting out works.


	

19.     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 and/or
installation works relation to plumping and drainage, air-conditioning
structural and fire services within the premises shall use the Landlord’s
nominated contractors.


	

20.     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.


	



21.     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 the prior consent in
writing by the Landlord.


	

22.     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.


	

23.     Sub-Letting

	

:

	

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


	

24.     Landlord’s Provision

	

:

	

The Landlord shall provide fancoil the material of ceiling tiles, ceiling
grilles, light boxes, sterling carpet and fancoil units without installation to
the Tenant in our standard quantities upon the Tenant’s request not later


than 15th November 2002.  All materials shall be picked up at the
Landlord’s warehouses at different places.  Should the Tenant request to
delivery all costs will be borne by the Tenant.


	

25.     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 or in any manner whatsoever alter or deal with the Building or any part
thereof (other than the Premises) 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.


	

26.     Legal costs

	

:

	

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.


	

27.     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.


	

28.     Stamp duty

	

:

	

To be shares equally between the parties.








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29.     Special Conditions

	

:

	

The premises will be delivered to the Tenant in “as is” condition
and the Tenant herby declares and confirms that the existing fittings,
partitions, ceiling 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 fittings,
partitions, ceiling and decoration and restore and reinstate the Premises to a
good and tenantable condition.


	

30.     Formal
Tenancy
          Agreement

	

:

	

The Tenant shall attend the office of the Landlord’s solicitor on or
before 13th September 2002 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 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 charges 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
and 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.


	

31.     Time Limit

	

:

	

This offer is valid until 4:00p.m. on 31st August 2002.


	
 	
 	
 



	

Please confirm your acceptance as set out above by signing and returning the
duplicate of this letter together with your cheque in a sum 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 Gipsy Yung or the undersigned.


	
 
	

Yours faithfully,



	

For and on behalf of


	

Chinachem Agencies Limited


	

/s/ W.K. Tam


	

W.K. Tam


	

Manager


	

Accepted by:


	
 
	

/s/ Tony Tong


	

For and on behalf of PacificNet.com (SE Asia) Ltd


	
 






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