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Exhibit 10.13 

Tenancy Agreement 

An Agreement made on the 31st day of May, 2004 between the Landlordand the Tenant as more particularly described in Schedule I. 

The landlord shall let and the Tenant shall take the Premises for the Termand at the Rent as more particularly described in Schedule I and both partiesagree to observe and perform the terms and conditions as follows: 

1.                    The Tenant shall pay to the Landlord the Rent in advance of the first day ofeach and every calendar month during the Term. If the Tenant shall fail to paythe Rent within 7 days from the due date, the Landlord shall have right toinstitute appropriate action to recover the Rent and all costs, expenses andother outgoings so incurred by the Landlord in relation to such action shall bea debt owed by the Tenant to the Landlord and shall be recovered in full by theLandlord. 

2.                    The Tenant shall not make any alterations and/or additions to the Premiseswithout the prior written consent of the Landlord, which consent shall not beunreasonably withheld. 

3.                    The Tenant shall not assign, transfer, sublet or part with the possession of thePremises or any part thereof to any other person. This tenancy shall be personalto the Tenant named herein. 

4.                    The Tenant shall comply with all ordinances, regulations and rules of Hong Kongand shall observe and perform the covenants, terms and conditions of the Deed ofMutual Covenant and Sub-Deed of Mutual Covenant (if any) relating to thePremises. The Tenant shall not contravene any negative or restrictive covenantscontained in the Government Lease(s) under which the Premises are held from theGovernment 

5.                    The Tenant shall during the Term pay and discharge all charges in respect ofwater, electricity, gas and telephone and other similar charges payable inrespect of the Premises. 

6.                    The Tenant shall during the Term keep the interior of the Premises in good andtenantable repair and condition (fair wear and tear and damage caused byinherent defects expected) and shall deliver up vacant possession of the 

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Premises in the same repair and condition on theexpiration or sooner determination of this Agreement. 

7.                    The Tenant shall pay to the Landlord the Security Deposit set out in Schedule 1for the due observance and performance of the terms and conditions hereincontained and on his part to be observed and performed. Provided that there isno antecedent breach of any of the terms and conditions herein contained, theLandlord shall refund the Security Deposit to the Tenant without interest within30 days from the date of delivery of vacant possession of the Premises to theLandlord or settlement of any outstanding payment owed by the Tenant to theLandlord whichever is later. If the Rent and/or any charges payable by theTenant hereunder of any part thereof shall be unpaid for seven(7) days after thesame shall become payable (whether legally demanded or not) or if the Tenantshall commit a breach of any of the terms and conditions herein contained, itshall be lawful for the Landlord at any time thereafter to re-enter the Premiseswhereupon this Agreement shall absolutely determine and the Landlord may deductany loss or damage suffered by the Landlord as a result of the Tenant's breachfrom the Security Deposit without prejudice to any other right of action of anyremedy of the Landlord in respect of such breach of the Tenant. 

8.                    Provided the Tenant shall have paid the Rent and other outgoings on the days andin the manner herein provided and observe and perform the terms and conditionsherein contained and on the Tenant's part to be observed and performed, theTenant shall peacefully hold and enjoy the Premises during the Term without anyinterrupted by the Landlord. 

9.                    The Landlord shall keep and maintain the structural parts of the Premisesincluding the main drains, pipes and cables in proper state of repair Providedthat the Landlord's liability shall not be incurred unless and until writtennotice of any defect or want to repair has been given by the Tenant to theLandlord and the Landlord shall have failed to take reasonable steps to repairand remedy the same after the lapse of a reasonable time from the date ofservice of such notice. 

10.                  The Landlord shall pay the Property tax payable in respect of the Premises. 

11.                  The Stamp Duty payable on this Agreement in duplicate shall be borne by the Landlord and the Tenant in equal shares. 

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12.                   The Landlord and the Tenant agree to be bound by the additional terms andconditions contained in Schedule II (if any). 

13.                   If there is any conflict between the English version and the Chinese version inthis Agreement, the English version shall prevail. 
Received the    Security Deposit ofReceived 4 key(s)    of theHK$ 50,394 by the    LandlordPremises by the    Tenant  For and on behalf    ofFor and on behalf    ofUPGRADE    INTERNATIONAL TRADINGCHINA TAILONG    HOLDINGSCO. LTDCOMPANY LIMITED  Confirmed and    Accepted all the termsConfirmed and    Accepted all theand conditions    contained herein byterms and    conditions containedthe Landlordherein by the    Tenant  For and on behalf    ofFor and on behalf    ofUPGRADE    INTERNATIONAL TRADINGCHINA TAILONG    HOLDINGSCO. LTDCOMPANY LIMITED
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Schedule I 
The Premises:    Flat 1605,    Emperor Group Centre, 288 Hennessy Road, Wai Chai, Hong Kong  The Landlord:UPGRADE    INTERNATIONAL TRADING, CO. LTD    Room 2501,    TESBURY CENTER   28 Queen's RD    EAST WANCHAL  Telephone No.Mr. Leung    25290027    CHINA TAILONG    HOLDING CO. LTD   The Tenant:Mr. Chan  Telephone No.91965187  Term :From June 1,    2004 to May 31, 2006 ( both days inclusive)  Rent:HK$ 12,233    per month  Security Deposit:HK$ 50,394
Schedule II 

1. Uses 

The Tenant shall not use or permit to be used the Promises or any partthereof for any purpose other than for office purpose only. [ P.S. Please selectone item: e.g. residential / commercial / office / shop / industrial ] 

2. Miscellaneous Payments 

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a) The Tenant shall be responsible for the following paymentspayable in respect of the Premises during the Term: 

(a) Management Fee: _______________ 

(b) Air-conditioning Charges: ________________ 

(c) Government Rates : $ 2,088 (  subject to actual demanded by the Government ) 
3. Rent Free Period 

The Tenant shall be entitled to a rent free period from the01/05/2006 to 31/05/2006 ( both days inclusive) provided that the Tenant shallbe responsible for the charges of Government Rent, Government Rates, managementfees, water, electricity, gas, telephone, and other outgoings payable in respectof Premises during such rent free period. 

 

 

 

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