ex10_1.htm


    EXHIBIT
10.1

     

    LEASE

     

    DATE:  10th December
2009

     

    PARTICULARS

     

    
      	
              1.1 

               

            	
              LANDLORD

            	
              :
      San On Investments No.1 Limited whose registered office is at Suite 2008,
      Three Pacific Place, 1 Queen’s Road East, Hong Kong

               

            
	
              1.2 

               

            	
              TENANT

            	
              :
      B2B Chips, Limited whose registered office is at Unit B on the 17th Floor,
      Western Plaza, No.2 Tin Hau Road and No.3 San On Street, Tuen Mun, New
      Territories, Hong Kong

               

            
	
              1.3 

               

            	
              BUILDING
      AND LOT

            	
              :
      Western Plaza, No.2 Tin Hau Road and No.3 San On Street, Tuen Mun, New
      Territories, Hong Kong erected on all that piece or parcel of ground
      registered in the Land Registry as Tuen Mun Town Lot No.237

               

            
	
              1.4 

               

            	
              PREMISES

            	
              :
      22nd Floor of the Building (as shown coloured Pink on the plan attached
      for reference only)

               

            
	
              1.5 

               

            	
              USE

            	
              :
      Factory with ancillary accommodation but only to the extent permitted by
      the Government Grant, the Occupation Permit and the Deed of Mutual
      Covenant (if any); and the Tenant is responsible for obtaining and
      maintaining any waivers, permissions, licences or consents for
      use.

               

            
	
              1.6 

               

            	
              TERM

            	
              :
      Three (3) years

               

              Term
      Start Date: 1 February 2010

               

              Term
      End Date: 31 January 2013

               

            
	
              1.7 

               

            	
              NOT
      IN USE

            	 
      
	
              1.8 

               

            	
              RENT

            	
              HK$222,600.00
      per calendar month (exclusive of rates, Government rent and Management
      Charge)

            


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      	 
      	
              RENT
      FREE PERIODS

            	
              For
      the periods from:

               

              December
      2011 to 3l December 2011; and

              December
      2012 to 31 December 2012

              (both
      days inclusive)

               

              (Please
      refer to clause 7.6 for details)

               

            
	
              1.9 

               

            	
              MANAGEMENT

            	
              HK$39,750.00
      per calendar month (subject to review in accordance with clause
      5.1.2)

               

            
	
              1.10 

               

            	
              DEPOSIT

            	
              :
      HK$827,130.00 (cash deposit) (subject to clause 7.5.2),
      comprising:

               

              1.  HK$667,800.00
      being 3 months’ Rent;

              2.  HK$119,250.00
      being 3 months’ Management Charge; and

              3.  HK$40,080.00
      being 3 months’ rates and Government rent

               

            
	
              1.11 

               

            	
              PUBLIC
      LIABILITY 

              INSURANCE

               

            	
              :
      HK$20 million

            
	
              1.12 

               

            	
              UTILITY
      DEPOSITS

            	
              :
      Water – Nil

              Electricity-Nil

               

            
	
              1.13 

               

            	
              SPECIAL
      CONDITIONS

            	
              :
      Nil

            


    

     

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    EXHIBIT 10.1

     

     

    
      
        	
                 
      

              	
                2.

              	
                DEFINITIONS
      AND INTERPRETATION

              


      

       

      In this
Lease:

       

      
        	
                 
      

              	
                2.1

              	
                obligations
      of the Tenant are deemed to be made by all persons included in such
      expression jointly and severally;

              


      

       

      
        	
                 
      

              	
                2.2

              	
                an
      obligation by the Tenant not to do an act or thing includes an obligation
      not to permit or suffer such act or thing to be done or to
      continue;

              


      

       

      
        	
                 
      

              	
                2.3

              	
                headings
      are not to affect its construction;

              


      

       

      
        	
                 
      

              	
                2.4

              	
                words
      importing the masculine, feminine or neuter gender include any of them,
      and the singular includes the plural and vice
  versa;

              


      

       

      
        	
                 
      

              	
                2.5

              	
                references
      to a right of the Landlord to have access to the Premises are to be
      construed as including all persons authorised by the
    Landlord;

              


      

       

      
        	
                 
      

              	
                2.6

              	
                references
      to the consent, approval or authorisation of the Landlord mean a consent,
      approval or authorisation in writing signed by or on behalf of the
      Landlord;

              


      

       

      
        	
                 
      

              	
                2.7

              	
                references
      to notice mean notice in writing;

              


      

       

      
        	
                 
      

              	
                2.8

              	
                terms
      defined in the Particulars have the meanings given in the
      Particulars;

              


      

       

      
        	
                 
      

              	
                2.9

              	
                Common Parts means the
      pedestrian ways, lifts, roads, forecourts, loading bays, toilet
      facilities, and any other areas within the Building or the Lot from time
      to time designated by the Landlord for common use by the tenants and
      occupiers of the Building and those expressly or by implication authorised
      by them;

              


      

       

      
        	
                 
      

              	
                2.10

              	
                Government Grant means
      the government lease or government grant as from time to time varied
      and/or modified subject to which the Building is
  held;

              


      

       

      
        	
                 
      

              	
                2.11

              	
                Landlord includes the
      person entitled for the time being to the immediate reversion on the end
      of the Term;

              


      

       

      
        	
                 
      

              	
                2.12

              	
                this Lease means this
      lease and any document supplemental or collateral to it or entered into
      under its terms;

              


      

       

      
        	
                 
      

              	
                2.13

              	
                Management Charge shall
      be the amount stated in clause 1.9, subject to review in accordance with
      clause 5.1.2 of this Lease.

              


      

       

      
        	
                 
      

              	
                2.14

              	
                Manager means the
      building manager appointed to manage the
  Building;

              


      

       

      
        	
                 
      

              	
                2.15

              	
                Occupation Permit means
      the occupation permit in respect of the Building of which the Premises
      form part;

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                2.16

              	
                Order means any
      demolition or closing order on the Building issued by a competent
      authority;

              


      

       

      
        	
                 
      

              	
                2.17

              	
                Premises means that part
      of the Building referred to in clause 1.4,
  including:

              


      

       

      
        	
                 
      

              	
                2.17.1

              	
                the
      plaster and other finishes applied to the interior of the exterior walls
      of the Premises (which expression includes any wall of the Premises which
      forms a boundary with any of the Common Parts) but no other part of the
      exterior walls;

              


      

       

      
        	
                 
      

              	
                2.17.2

              	
                the
      finishes (but no other part) of the floor slabs, ceiling slabs, all
      internal walls, structural walls and structural columns that enclose or
      are within the Premises;

              


      

       

      
        	
                 
      

              	
                2.17.3

              	
                the
      window glass and window frames (but only the inside glass and frame if the
      windows are double glazed);

              


      

       

      
        	
                 
      

              	
                2.17.4

              	
                the
      Landlord’s fixtures and fittings;
and

              


      

       

      
        	
                 
      

              	
                2.17.5

              	
                any
      Service Media that exclusively serve the Premises whether within the
      Premises or not, but excluding all other Service Media and any fire
      detection, alarm, prevention and fighting
  systems;

              


      

       

      
        	
                 
      

              	
                2.18

              	
                Prescribed Rate means 2%
      per annum over the prime lending rate for loans in Hong Kong Dollars from
      time to time quoted by The Hongkong and Shanghai Banking Corporation
      Limited, or if none is quoted such other reasonable rate as the Landlord
      may determine;

              


      

       

      
        	
                 
      

              	
                2.19

              	
                Risk means fire, flood,
      water, storm, typhoon, explosion, earthquake, landslide or any calamity,
      event or cause beyond the control of the Landlord;
  and

              


      

       

      
        	
                 
      

              	
                2.20

              	
                Service Media means the
      sewers, drains, gutters, pipes, sprinkler heads, ducts, wires, cables and
      other conducting media serving the Building and within the Lot, including
      associated equipment, fixings, controls, trunking, conduits, diffusers,
      registers, grilles and other
covers.

              


      

       

      
        	
                 
      

              	
                3.

              	
                LETTING

              


      

       

      The
Landlord lets to the Tenant the Premises for the Term on an as-is basis and on
the terms of this Lease, together with the easements and other rights mentioned
in the Schedule, subject to the Government Grant, the Occupation Permit and the
Deed of Mutual Covenant, if any, relating to the Building, and to all other
rights, easements, quasi-easements and privileges to which the Premises are
subject and the Tenant yielding and paying throughout the Term the Rent,
Management Charge and all other sums payable hereunder in the manner as more
particularly mentioned in clause 5 of this Lease.

       

      
        	
                 
      

              	
                4.

              	
                NOT
      IN USE

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.

              	
                TENANT’S
      OBLIGATIONS

              


      

       

      The
Tenant agrees with the Landlord as follows:

       

      
        	
                 
      

              	
                5.1

              	
                Rent and Management
      Charge:  To pay on the days and in the manner provided
      herein clear of all deductions and without set-off, cross claim or
      counterclaim (whether arising from any subject matter relating to the
      tenancy or the Premises or otherwise whatsoever and whether it be legal or
      equitable in nature) (by Autopay or direct debit if the Landlord so
      requires):

              


      

       

      
        	
                 
      

              	
                5.1.1

              	
                the
      clear Rent in advance on the first day of each month, the first of such
      payments or the proportionate part of it in respect of the period
      beginning on the Term Start Date to the last day of the same month to be
      made upon signing of this Lease;

              


      

       

      
        	
                 
      

              	
                5.1.2

              	
                the
      Management Charge (subject to any change notified by the Landlord to the
      Tenant from time to time (acting reasonably) or as notified by the
      Landlord following a change notified by the Manager in accordance with the
      Deed of Mutual Covenant of the Building) in advance by monthly payments on
      the first day of each month, the first of such payments or the
      proportionate part of it in respect of the period beginning on the date
      when possession has been given to the Tenant to the last day of the same
      month to be made upon signing of this Lease and any access, parking and
      ramp fees as shall be charged by the Manager on a use basis;
      and

              


      

       

      
        	
                 
      

              	
                5.1.3

              	
                all
      other sums payable hereunder as additional rent as and when
      demanded.

              


      

       

      
        	
                 
      

              	
                5.2

              	
                Interest:  Without
      prejudice to any other remedy of the Landlord, to pay to the Landlord on
      demand as additional rent interest on sums due for payment under this
      Lease at the Prescribed Rate from the due date until payment (both before
      and after any judgment).

              


      

       

      
        	
                 
      

              	
                5.3

              	
                Rates and
      Taxes:  To pay on demand as additional rent all existing
      and future rates, duties, charges, assessments, impositions and outgoings
      of a recurring nature including rates and Government rent and any goods
      and services tax and any other tax of a similar nature (but excluding
      property tax) which now are or may at any time after the Term Start Date
      be imposed on or in respect of or are referable to the
      Premises.  The Tenant will at the option of the Landlord either
      pay the rates and Government rent direct to the Government or reimburse
      the Landlord for payment of the rates and Government rent as they fall
      due.

              


      

       

      
        	
                 
      

              	
                5.4

              	
                Utilities:  To
      pay to the Landlord or as the Landlord directs all utility deposits
      (including those listed in clause 1.12, if any) and charges for
      electricity, water and telephones at the Premises, and install meters or
      devices as required or approved by the Landlord to measure the consumption
      of electricity by and attributable to the Premises and to enable the
      Tenant to be billed directly by the electricity provider.  Any
      utility deposits held by the Landlord shall be handed back to the Tenant
      after the later of expiry of this Lease and compliance by the Tenant with
      all its obligations under this
Lease.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.5

              	
                Repair:  To
      keep the Premises and the Tenant’s property in good tenantable repair
      (fair wear and tear, latent, inherent and structural defects excepted) and
      replace all broken or damaged window glass in the Premises (damage by
      structural or inherent defects or latent defects or fair wear and tear all
      excepted), and take reasonable precautions to protect the Premises from
      damage by storm, gale or typhoon.

              


      

       

      
        	
                 
      

              	
                5.6

              	
                Electrical
      regulations:  To comply with the requirements and
      regulations of the supply authority with regard to the electrical wiring
      installations and equipment in the Premises and not overload
      them.

              


      

       

      
        	
                 
      

              	
                5.7

              	
                Decoration and
      cleaning:  To keep the Premises in good decorative order,
      in a clean and tidy condition and clear of all rubbish, and as often as
      the Landlord may consider necessary, clean all surfaces and finishes of
      the Premises and the inside of the window panes, frames and sills and all
      the inside and outside of glass (if any) in the entrance
      doors.

              


      

       

      
        	
                 
      

              	
                5.8

              	
                Notices to
      repair:  To repair and make good all defects and wants of
      repair for which the Tenant is liable under this Lease within any
      reasonable period specified by the Landlord after receipt of notice of
      them from the Landlord.

              


      

       

      
        	
                 
      

              	
                5.9

              	
                Permit
      entry:  To permit the Landlord and all others authorised
      by the Landlord to, upon prior notice and at all reasonable times (except
      in cases of emergency when no notice is required and the Landlord may
      enter any time), and by force if necessary, enter and remain on the
      Premises with or without workmen, appliances and
  materials:

              


      

       

      
        	
                 
      

              	
                5.9.1

              	
                to
      inspect the condition of the
Premises;

              


      

       

      
        	
                 
      

              	
                5.9.2

              	
                to
      take a schedule of the Landlord’s fixtures and of any
      dilapidations;

              


      

       

      
        	
                 
      

              	
                5.9.3

              	
                to
      view and/or measure the Premises with or without prospective purchasers
      and/or tenants;

              


      

       

      
        	
                 
      

              	
                5.9.4

              	
                to
      carry out repairs or other work where the Tenant has failed so to
      do;

              


      

       

      
        	
                 
      

              	
                5.9.5

              	
                for
      the purposes of security, safety and
  fire-fighting;

              


      

       

      
        	
                 
      

              	
                5.9.6

              	
                to
      carry out any necessary work which is not the responsibility of the
      Tenant; and

              


      

       

      
        	
                 
      

              	
                5.9.7

              	
                to
      carry out the Landlord’s obligations or exercise the Landlord’s rights
      under this Lease.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.10

              	
                Not introduce dangerous
      things:  Not to bring into or place or store in the
      Building and/or the Premises anything (including without limitation arms
      and ammunition) which is or may become dangerous, nor carry on a hazardous
      trade or do any other act which might cause the insurance of the Building
      to be vitiated or the premiums to be
increased.

              


      

       

      
        	
                 
      

              	
                5.11

              	
                Overloading:  Not
      to overload the Premises or the lifts serving it, nor overload or cause an
      obstruction or damage to the Service Media, nor cause an obstruction or
      damage to the Common Parts, nor store goods or merchandise except in
      normal quantities consistent with the Use, nor place safes or other heavy
      equipment or materials except in such locations and by means of such
      installations as the Landlord has first
  approved.

              


      

       

      
        	
                 
      

              	
                5.12

              	
                Damage to Building and
      Lifts:  At its own expense, to make good any damage
      caused to the Building or lifts serving it through careless loading or
      discharging of machinery goods raw materials or articles into or from such
      lifts or through overloading the same beyond the permitted carrying
      capacity and to pay on demand to the Landlord the cost to be reasonably
      incurred by the Landlord in making good any such
  damage.

              


      

       

      
        	
                 
      

              	
                5.13

              	
                Passenger
      Lifts:  Not to use or permit to be used the passenger
      lifts of the Building for the purpose of carrying any furniture or goods
      or heavy articles (the Landlord having provided freight lifts for such
      purpose), and to observe the regulations affecting the use of all lifts as
      indicated or intimated by the Landlord or its agents from time to
      time.

              


      

       

      
        	
                 
      

              	
                5.14

              	
                Loading
      Bay:  To use such portion of the loading bay as provided
      in the Building for use in conjunction with the Premises in all respects
      in accordance with the regulations and directions made from time to time
      by the Manager governing the use of the loading bay and in particular but
      without prejudice to the generality of the foregoing only for the purpose
      of loading and unloading and not to permit or suffer its servants,
      employees, contractors, customers, suppliers or invitees to park in any
      part of or otherwise obstruct the use of the loading
  bay.

              


      

       

      
        	
                 
      

              	
                5.15

              	
                Refuse
      Chutes:  To use the industrial refuse chutes in the
      Building, if any, in accordance with the regulations made from time to
      time by the Manager.

              


      

       

      
        	
                 
      

              	
                5.16

              	
                Electricity
      Wiring:  At its own expense, to provide all wiring
      required by the Tenant from the switch room designated by the Landlord or
      the Manager to the Premises and within the Premises and to ensure that
      such wiring is of a quality and standard prescribed by the relevant
      governmental authorities/departments.  The wiring must only be
      carried out by a competent licensed electrical contractor to be approved
      in writing by the Landlord in accordance with the requirements of the
      Electricity Ordinance and to the reasonable satisfaction of the Landlord’s
      electrical consultant.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.17

              	
                Fire
      Prevention:  To observe and comply with all directions
      and orders of the Fire Services Department and if such directions and
      orders shall require the Tenant to take fire precautions or install fire
      fighting equipment (additional to, if any, that installed by the Landlord)
      the Tenant shall at its own expense take or procure those precautions and
      install the equipment.

              


      

       

      
        	
                 
      

              	
                5.18

              	
                No Food
      Preparation/Lodging:  Not to use or permit to be used the
      Premises, the Common Parts or the Building or any part thereof to prepare
      any food, other than beverages and food being warmed up in a microwave
      oven, or to sleep in except by a night
watchman.

              


      

       

      
        	
                 
      

              	
                5.19

              	
                Hazardous
      Goods:  Not to permit to be kept on the Premises
      hazardous goods and materials except to the extent and where used in
      accordance with the Tenant’s ordinary course of business in compliance
      with the Use and to obey and comply with and be answerable for and to
      indemnify the Landlord against the consequence of any breach of laws or
      regulations of Hong Kong by the Tenant and all occupiers of the Premises
      or persons visiting or using the same with the consent of the Tenant
      expressed or implied.

              


      

       

      
        	
                 
      

              	
                5.20

              	
                No Animals and
      Infestation:  Not to keep any birds, livestock of any
      description or any noxious goods, animals, plants or articles in the
      Premises, the Common Parts or the Building save where and in accordance
      with the Tenant’s ordinary course of business on the Premises and to take
      all reasonable measures to prevent the Premises or any part thereof from
      becoming infested by termites, rats, mice, cockroaches or any other pests
      or vermin.  The Tenant shall employ at its cost such pest
      extermination contractors as the Landlord may reasonably require and at
      such intervals as the Landlord may reasonably
  direct.

              


      

       

      
        	
                 
      

              	
                5.21

              	
                No Auction: Not to hold
      or to permit or suffer any sale by auction to be held upon the Premises
      without the express approval of the
Landlord.

              


      

       

      
        	
                 
      

              	
                5.22

              	
                Machinery:  Not
      to place in any part of the Premises any machinery goods or merchandise
      which may cause the maximum permissible floor load-bearing capacity to be
      exceeded save and except for any machinery already installed in the
      Premises.

              


      

       

      
        	
                 
      

              	
                5.23

              	
                Use of
      Trolleys:  To ensure that only rubber tired trolleys and
      forklift trucks with pneumatic or cushioned tires are used for the
      transport of goods and materials within the
  Building.

              


      

       

      
        	
                 
      

              	
                5.24

              	
                Repair of Sanitary
      Facilities:  To keep and maintain the drains, pipes,
      sanitary or plumbing apparatus, toilets and any other water apparatus used
      exclusively by the Tenant, its servants, employees, agents, invitees,
      licensees and customers in good tenantable repair at all times during the
      Term to the reasonable satisfaction of the Landlord and in accordance with
      the regulations or bye-laws of the Public Health or other government
      authorities concerned and to pay the Landlord on demand all costs
      reasonably incurred by the Landlord in cleansing clearing repairing or
      replacing any of the said sanitary facilities choked impeded blocked or
      stopped up owing to the careless or improper use or neglect by the Tenant
      or any of its servants, employees, agents, invitees, licensees or
      customers.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.25

              	
                Undesirable
      uses:  Not to use the Premises for any dangerous, illegal
      or immoral purpose, nor to install any fittings, fixtures or equipment
      (hydraulic, mechanical or otherwise) that may cause acute variance in room
      temperature nor do on the Premises anything which, in the reasonable
      opinion of the Landlord, may be a nuisance or disturbance or cause damage
      to or be to the prejudice of the Landlord or any other owner or occupier
      of the Building or any neighboring premises.  The Tenant shall
      observe and comply with all rules and regulations from time to time made
      by the Landlord or the Manager governing the use of such fittings,
      fixtures or equipment.

              


      

       

      
        	
                 
      

              	
                5.26

              	
                Permitted
      use:  Not to use the Premises other than for the Use and
      in particular but without prejudice to the generality of the foregoing not
      to use the Premises for the purpose of a Buddhist hall or temple or for
      the performance of the ceremony known as Ta Chai ([Chinese text]) or for
      any similar ceremony or for any other religious purpose or the performance
      of any religious ceremony.

              


      

       

      
        	
                 
      

              	
                5.27

              	
                Statutory, legal and insurance
      requirements:  To comply with all legislation, laws and
      regulations, or requirements of governmental authorities or the Landlord’s
      insurers from time to time that relate to the use or occupation of the
      Premises and the Common Parts and the use of the rights granted by this
      Lease regarding (without limitation) health, environment, and safety,
      building or planning.

              


      

       

      
        	
                 
      

              	
                5.28

              	
                Irrecoverable insurance
      money:  To pay to the Landlord on demand the amount of
      any insurance money in respect of the Premises which cannot be recovered
      by reason of any act, omission or default of the Tenant, its employees,
      contractors, agents, licensees or
invitees.

              


      

       

      
        	
                 
      

              	
                5.29

              	
                Regulations:  To
      observe all rules and regulations relating to the Building from time to
      time made by the Manager (if any).  If such rules and
      regulations conflict with the terms of this Lease, the latter will prevail
      to the extent of that conflict.

              


      

       

      
        	
                 
      

              	
                5.30

              	
                Tenant’s
      Insurance:

              


      

       

      
        	
                 
      

              	
                5.30.1

              	
                At
      the Tenant’s cost at all times during the Term to take out and keep in
      force:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                a
      public liability insurance policy in an amount of not less than the amount
      stated in clause 1.11 or in such higher amounts as the Landlord may from
      time to time prescribe (and as may be available in the public liability
      insurance market for such risks), in respect of any one occurrence;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      policy insuring window glass and window
frames.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.30.2

              	
                The
      insurance policies taken out pursuant to this clause
  must:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                name
      the Landlord and the Manager as interested parties and in regard to public
      liability insurance extend to indemnify the Landlord and the Manager for
      their vicarious or contingent liability arising out of the actions of the
      Tenant, its employees and agents;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                be
      arranged with a reputable insurance company holding a Standard & Poor
      Financial Strength Rating of no less than A-, or as otherwise approved by
      the Landlord.

              


      

       

      
        	
                 
      

              	
                5.30.3

              	
                the
      tenant shall not alter or modify any terms and conditions of the insurance
      policy or cancel the same without the prior written permission of the
      Landlord, the permission of which shall not be unreasonably
      withheld.

              


      

       

      
        	
                 
      

              	
                5.30.4

              	
                The
      Tenant shall upon demand produce to the Landlord a certificate of
      insurance from the relevant insurance company that each policy is fully
      paid and is valid and subsisting together with confirmation from the
      insurance company that clause 5.30.2 has been complied
    with.

              


      

       

      
        	
                 
      

              	
                5.31

              	
                Alterations

              


      

       

      
        	
                 
      

              	
                5.31.1

              	
                Not
      to make any alterations or additions, structural or otherwise, to the
      Premises, the Building or the Service Media without the approval of the
      Landlord (such approval not to be unreasonably withheld or
      delayed).  The Landlord may impose such reasonable conditions as
      it deems necessary in its discretion for giving of
    approval.

              


      

       

      
        	
                 
      

              	
                5.31.2

              	
                To
      employ only contractors approved by the Landlord (such approval not to be
      unreasonably withheld or delayed) for all works to the Premises, Building
      or the Service Media and in particular all works involving any alteration
      to or modification of or in any way associated with the electrical system,
      the fire services system, the sprinkler system, the security system, the
      plumbing and drainage system and piping, the Communal Aerial Broadcast
      Distribution (CABD) system and the fixed air-conditioning ducting, chilled
      water pipes or fan coil air-conditioning units and air-conditioning
      controls and suspended ceiling system shall be carried out only by
      contractors nominated by the
Landlord.

              


      

       

      
        	
                 
      

              	
                5.32

              	
                Signs: Not to exhibit on
      or in the Premises any sign visible from the outside of the
      Building.

              


      

       

      
        	
                 
      

              	
                5.33

              	
                Locks and Keys: Not to
      install any locks, bolts or other security devices in doors from time to
      time at the Premises without the approval of the Landlord (such approval
      not to be unreasonably withheld or delayed) and disclose to the Landlord
      all other means of entry to the
Premises.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.34

              	
                Restriction on use of Name of
      Building: Not to use the name of the Building or any picture or
      likeness of the Building in its registered or trade name, or for any
      purpose other than as the address and place of business of the
      Tenant.

              


      

       

      
        	
                 
      

              	
                5.35

              	
                No
      Alienation

              


      

       

      Not to
mortgage, charge or grant a security interest over, nor enter into a declaration
of trust of, the Tenant’s interest in the Premises, and not to assign sublet,
license or otherwise part with the possession of or transfer the Premises or any
part thereof or any interest therein in any way (whether for monetary
consideration or not), in each case, without the approval of the Landlord and
the mortgagee in favour of which the Landlord has mortgaged or charged the
Premises and in the event of a breach of this clause by the Tenant this Lease
shall absolutely determine and the Tenant shall forthwith vacate the Premises on
notice to that effect from the Landlord.  This Lease shall be personal
to the Tenant and without in any way limiting the generality of the foregoing
the following acts and events shall, unless approved in writing by the Landlord
and its mortgagee, be deemed to be breaches of this clause:

       

      
        	
                 
      

              	
                5.35.1

              	
                in
      the case of the Tenant being a corporation any take-over reconstruction
      amalgamation merger voluntary liquidation or change in the person(s) who
      owns or own a majority of its voting shares or who otherwise has or have
      effective control of its voting
shares;

              


      

       

      
        	
                 
      

              	
                5.35.2

              	
                the
      giving by the Tenant of a power of attorney or similar authority whereby
      the donee of the power of attorney 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; or

              


      

       

      
        	
                 
      

              	
                5.35.3

              	
                the
      change of the Tenant’s business name without notify the
      Landlord.

              


      

       

      Provided
that the sharing of the Premises as licensee(s) only with a company which is and
remains at all times a subsidiary (as defined in the Companies Ordinance) of the
Tenant shall not be a breach of this clause provided that the Tenant provides
full particulars to the Landlord of such sharing and of the subsidiary concerned
and provided that no relationship of landlord and tenant is created and that
such sharing of occupation is terminated forthwith in the event that such
company ceases to be a subsidiary of the Tenant as so defined.

       

      
        	
                 
      

              	
                5.36

              	
                Costs:  To pay
      or reimburse the Landlord on demand as additional rent for all reasonable
      cost it incurs in connection with or in contemplation
  of:

              


      

       

      
        	
                 
      

              	
                5.36.1

              	
                the
      remedy of a breach by the Tenant of its obligations under this Lease;
      and

              


      

       

      
        	
                 
      

              	
                5.36.2

              	
                any
      application by the Tenant for consent or approval, whether or not consent
      or approval is refused or the application is
  withdrawn.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.37

              	
                Applications for
      consent:  If the Tenant applies for consent or approval,
      to disclose to the Landlord such information as the Landlord may
      reasonably require.

              


      

       

      
        	
                 
      

              	
                5.38

              	
                Inform Landlord of damage
      defects and notices:  Immediately on becoming aware of
      it, to give full details to the Landlord of any damage to or defect in the
      Premises which might give rise to a duty on the Landlord, or of any
      occurrence, notice or other thing which may adversely affect the
      Landlord’s interest in the
Premises.

              


      

       

      
        	
                 
      

              	
                5.39

              	
                Exclusion
      of Landlord’s liability

              


      

       

      
        	
                 
      

              	
                5.39.1

              	
                All
      chattels, equipment or property in the Premises are there at the sole risk
      of the Tenant.

              


      

       

      
        	
                 
      

              	
                5.39.2

              	
                The
      Landlord, its servants and agents are not liable for any loss, damage,
      action, proceeding, cost, claim or demand that the Tenant or the Tenant’s
      employees or any person claiming by, through or under the Tenant may incur
      or make or which arises from:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any
      defect in the construction or state of repair of the Building, the Common
      Parts, the Premises or any part of it or the Landlord’s
      fixtures;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      defect, interruption or fluctuation in any Service Media or water, air
      conditioning or other sources of energy or
fuel;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      obstruction of an easement or right granted by this Lease;
    or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                from
      any other cause,

              


      

       

      except to
the extent caused by the negligence of the Landlord or its servants or
agents.

       

      
        	
                 
      

              	
                5.39.3

              	
                The
      Tenant releases the Landlord and its servants and agents from liability in
      respect of any:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                loss,
      damage, action, proceeding, cost, claim or demand relating to any
      chattels, equipment or property of the Tenant or any other person in the
      Premises or any part of them; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                damage
      or injury to any person or chattels, equipment or property in the Premises
      or on any land near the Premises,

              


      

       

      except to
the extent that the action, proceeding, cost, claim or demand, loss, damage or
injury is caused by the negligence of the Landlord or its servants or
agents.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.40

              	
                Indemnify
      Landlord

              


      

       

      
        	
                 
      

              	
                5.40.1

              	
                To
      indemnify the Landlord against all loss, damage, actions, proceedings,
      costs, claims and demands in respect of the use or occupation of the
      Premises, the execution of alterations, additions or repairs to the
      Premises, any non-compliance by the Tenant with its obligations under this
      Lease, or any other act or default by the Tenant, its employees,
      contractors, agents, tenants, licensees or invitees except to the extent
      (if any) that such actions, proceedings, costs, claims and demands arise
      from non-observance or breach by the Landlord of its obligations hereunder
      or from the act, neglect or default of the Landlord, its employees,
      contractors, agents, tenants, licensees or
  invitees.

              


      

       

      
        	
                 
      

              	
                5.40.2

              	
                The
      Tenant must pay the costs on a full indemnity basis of and incidental to
      any demand (including any action or distraint for the recovery of such
      costs) in respect of:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      Rent or other sums payable under this
Lease;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      use or occupation of the Premises;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      execution of alterations, additions or repairs to the
      Premises;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any
      non-compliance by the Tenant with its obligations under this Lease;
      or

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any
      other act or default by the Tenant, its employees, contractors, agents or
      invitees.

              


      

       

      Such
costs are recoverable from the Tenant as a debt.

       

      
        	
                 
      

              	
                5.41

              	
                Handover
      Condition

              


      

       

      The
Landlord shall deliver the Premises on an “as is” basis and shall have no
responsibility for making any improvements or alterations to the
Premises.

       

      
        	
                 
      

              	
                5.42

              	
                Fitting
      Out

              


      

       

      At the
Tenant’s own cost to obtain the Landlord’s approval (such approval not to be
unreasonably withheld or delayed) for any fitting-out proposals and fitting-out
plans and specifications of the Premises provided that the Landlord may impose
such reasonable conditions as it deems necessary in its discretion for giving
such consent and all requisite consents and approvals from the competent
authorities (if necessary) for any proposed addition or alteration to the
Premises before the commencement of the fitting-out of the
Premises.  Without limiting the foregoing, the Tenant shall observe
the Fitting Out Guide of the Building as may be prescribed by, and the
requirements of the Landlord and the Manager and as may be given, from time to
time in the course of fitting out the Premises provided that the Tenant shall
not be liable under this clause unless and until a copy of such rules,
guidelines and manuals are produced to the Tenant.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.43

              	
                Handing
      Back

              


      

       

      At the
end or sooner determination of the Term to hand back to the Landlord the
Premises with vacant possession and in accordance with the Tenant’s other
obligations under this Lease including, without limitation, clause 5.5 and the
following obligations under this clause 5.43.

       

      
        	
                 
      

              	
                5.43.1

              	
                The
      Tenant must remove from the Premises all Tenant’s fixtures, fittings,
      furniture and effects, together with any signs or advertisements affixed
      by or on behalf of the Tenant, and repair any damage caused to the
      Premises or the Service Media in so
doing.

              


      

       

      
        	
                 
      

              	
                5.43.2

              	
                The
      Tenant must:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                remove
      all alterations or additions to the Premises and the Service Media,
      whether or not made by the Tenant and whether or not made during the Term,
      except to the extent the Landlord otherwise directs (in which case the
      excepted alterations or additions are referred to in this clause as Remaining Alterations);
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                reinstate
      the Premises and the Service Media to their original open shell layout
      (except to the extent any Remaining Alterations do not allow);
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                repair
      and make good any damage caused to the Premises or the Service Media in
      complying with (a) or (b) above and use only contractors nominated by the
      Landlord in so doing.

              


      

       

      
        	
                 
      

              	
                5.43.3

              	
                The
      Tenant must reinstate the Premises,
by:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                washing
      down of the whole of the interior of the Premises and any Remaining
      Alterations;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                treating
      all internal surfaces of the Premises and any Remaining Alterations in a
      manner (for example, by painting, staining or polishing) and condition
      comparable to the original state and condition when the Tenant first took
      possession of the Premises; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                replacing
      the full ceiling system provided by the Landlord at the commencement of
      this Lease, if any, and all floor coverings, window coverings and blinds
      in the Premises to a reasonable standard comparable to the original state
      and condition when the Tenant first took possession of the
      Premises.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                5.43.4

              	
                The
      Tenant must deliver to the Landlord all keys and disclose to the Landlord
      all other means of entry to the
Premises.

              


      

       

      
        	
                 
      

              	
                5.43.5

              	
                The
      Landlord will after having inspected the Premises within a reasonable time
      prior to the Term End Date provide the Tenant with a schedule or list of
      reinstatement works required to be carried out by the Tenant pursuant to
      this clause 5.43 together with a quotation of the cost of such
      reinstatement works (reinstatement cost).  If the Tenant shall
      fail to reinstate the Premises in accordance with this clause 5.43, the
      Tenant is required to hand back the Premises to the Landlord at the end of
      the Term and in such circumstances, the Landlord shall deduct from the
      Deposit the amount of the reinstatement cost and any other costs,
      expenses, loss or damage sustained or incurred by the Landlord as a result
      of the breach, non-observance and non-performance by the Tenant of this
      clause 5.43 and if the Deposit shall not be sufficient to cover such
      amounts, any outstanding amount thereof shall be recoverable from the
      Tenant as a debt.  The deduction of such amounts pursuant to
      this clause shall be without prejudice to and shall not affect the right
      of the Landlord to exercise any other right or remedy exercisable by the
      Landlord under the terms of this Lease or at law to recover any loss of
      rent and other losses arising from the Tenant’s failure to comply with
      this clause 5.43.

              


      

       

      
        	
                 
      

              	
                5.44

              	
                Comply with
      Obligations:  To comply with the obligations contained or
      referred to:

              


      

       

      
        	
                 
      

              	
                5.44.1

              	
                in
      any lease under which the Landlord holds the Premises (but only so far as
      they are negative or restrictive);
and

              


      

       

      
        	
                 
      

              	
                5.44.2

              	
                in
      the Government Grant, the Occupation Permit or any Deed of Mutual
      Covenant, to the extent that they relate to the Premises or the rights
      granted by this Lease.

              


      

       

      
        	
                 
      

              	
                6.

              	
                QUIET
      ENJOYMENT

              


      

       

      The
Landlord agrees, subject to:

       

      
        	
                 
      

              	
                6.1

              	
                the
      Tenant complying with its obligations under this Lease;
  and

              


      

       

      
        	
                 
      

              	
                6.2

              	
                any
      rights granted to the Landlord by this Lease, to permit the Tenant
      peaceably to hold and enjoy the Premises without any interruption by the
      Landlord or any person lawfully claiming through, under or on trust for
      it.

              


      

       

      
        	
                 
      

              	
                7.

              	
                OTHER
      PROVISIONS

              


      

       

      
        	
                 
      

              	
                7.1

              	
                Re-entry

              


      

       

      If:

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                7.1.1

              	
                the
      Rent or any other sums due under this Lease are in arrears for 7 days
      (whether formally demanded or not);
or

              


      

       

      
        	
                 
      

              	
                7.1.2

              	
                the
      Tenant fails to comply with its obligations under this Lease and to remedy
      any such failure within 7 days of receipt of notice from the Landlord
      specifying the failure in question and requiring it to be remedied;
      or

              


      

       

      
        	
                 
      

              	
                7.1.3

              	
                distress
      or other execution is levied on the Premises or their contents;
      or

              


      

       

      
        	
                 
      

              	
                7.1.4

              	
                a
      petition is filed for the winding up or bankruptcy of the Tenant or if the
      Tenant goes into liquidation or receivership;
or

              


      

       

      
        	
                 
      

              	
                7.1.5

              	
                the
      Tenant is struck off by the Registrar of Companies, is dissolved or
      otherwise ceases to exist under the laws of the country or state of its
      incorporation; or

              


      

       

      
        	
                 
      

              	
                7.1.6

              	
                the
      Tenant, being an individual, dies or becomes incapable of managing his
      affairs;

              


      

       

      then the
Landlord may, notwithstanding that it might have accepted rent or done or
omitted to do any other act while knowing of the event giving rise to the right
of re-entry, re-enter the Premises or any part of them in the name of the whole,
in which event this Lease will end.  Such re-entry is without
prejudice to any other remedy of the Landlord in respect of any earlier breach
of the obligations under this Lease.

       

      
        	
                 
      

              	
                7.2

              	
                No implied
      easements:  Nothing in this Lease confers on the Tenant
      an easement, right or privilege over or against property adjoining or
      neighbouring the Premises which now or later belongs to the Landlord, or
      imposes a restriction on the use of property not comprised in this Lease,
      except as expressly granted or
imposed.

              


      

       

      
        	
                 
      

              	
                7.3

              	
                Damage
      and Destruction

              


      

       

      
        	
                 
      

              	
                7.3.1

              	
                In
      this clause 7.3, Destruction Event means
      any of the following events:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      Premises or any part of them are damaged or destroyed by a Risk so that
      the Premises are wholly or substantially unfit for the occupation and use
      by the Tenant;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                having
      regard to the nature and location of the Premises and the normal means of
      access, the Premises are wholly or substantially inaccessible;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                an
      Order includes the Premises.

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                7.3.2

              	
                If
      a Destruction Event occurs then until the relevant event has been
      rectified, the Rent or a fair proportionate part of the Rent (as
      determined by the Landlord, which shall be conclusive and final)
      abates.

              


      

       

      
        	
                 
      

              	
                7.3.3

              	
                Unless
      the Landlord notifies the Tenant within three months after the Destruction
      Event occurs that it intends to rectify the relevant event, this Lease may
      be determined by not less than one month’s notice by either
      party.

              


      

       

      
        	
                 
      

              	
                7.3.4

              	
                The
      Landlord may after any Destruction Event and in its absolute discretion
      determine this Lease by giving not less than one month’s notice to the
      Tenant.  At the end of that notice this Lease will be at an
      end.

              


      

       

      
        	
                 
      

              	
                7.3.5

              	
                If
      the Landlord notifies the Tenant of its intention to rectify a Destruction
      Event in accordance with clause 7.3.3
and:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                after
      that does not do so within a reasonable time, the Tenant may notify the
      Landlord of its intention to determine this Lease;
  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                unless
      the Landlord, after receiving that notice, proceeds with reasonable
      expedition and diligence to rectify the relevant event, the Tenant may
      determine this Lease by giving not less than one month’s notice to the
      Landlord.  At the end of that second notice this Lease will be
      at an end;

              


      

       

      
        	
                 
      

              	
                7.3.6

              	
                This
      Clause 7.3 (other than clause 7.3.4) does not apply
  where:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      Destruction Event was caused or contributed to, or arises from, any act or
      omission of the Tenant; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      insurance policy or policies for the Premises has been avoided, or payment
      of the policy money refused or reduced, as a result of that act or
      omission.

              


      

       

      
        	
                 
      

              	
                7.4

              	
                Liability
      and obligation to reinstate

              


      

       

      
        	
                 
      

              	
                7.4.1

              	
                Neither
      the Landlord nor the Tenant is liable to the other because of the
      determination of this Lease under clause 7.3.  That
      determination will be without prejudice to the rights of either party in
      respect of any preceding breach or non observance of this
      Lease.

              


      

       

      
        	
                 
      

              	
                7.4.2

              	
                Nothing
      in this Lease obliges the Landlord to reinstate the Premises or the means
      of access to them.

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                7.5

              	
                Deposit

              


      

       

      
        	
                 
      

              	
                7.5.1

              	
                On
      or before the execution of this Lease, the Tenant must pay the Deposit to
      the Landlord for the Landlord’s absolute benefit and use.  The
      Landlord does not hold the Deposit on trust for the Tenant nor is any
      interest payable on the Deposit.  The Landlord may, without
      prejudice to any other right, apply the Deposit or a sum up to the
      equivalent of the Deposit to remedy a breach of any obligation of the
      Tenant under this Lease and to indemnify the Landlord against any direct
      or indirect costs or losses, including legal costs on an indemnity
      basis.  At the end of the Term, the Landlord will without
      prejudice to the Landlord’s other rights within 30 days after the later of
      the date on which the Tenant has surrendered vacant possession of the
      Premises to the Landlord or has settled and paid the last outstanding
      claim by the Landlord against the Tenant for any arrears of Rent and other
      charges and remedied or compensated the Landlord for any breach
      non-observance or non-performance of any of the terms and conditions
      herein contained and on the part of the Tenant to be observed or
      performed, repay to the Tenant a sum equivalent to the amount of the
      Deposit without interest, less any amount required to pay the outstanding
      amount and remedy the Tenant’s
breaches.

              


      

       

      
        	
                 
      

              	
                7.5.2

              	
                Whenever
      there is an increase in the Rent and/or Management Charge and/or rates and
      Government rent or if the Landlord applies any sum up to the equivalent of
      the Deposit during the Term, the Tenant must upon demand by the Landlord
      pay an additional sum equivalent to three times the amount of such
      increase, or a sum sufficient to replace the sum so applied by the
      Landlord (as the case may be) such that the Landlord will hold a sum of no
      less than the aggregate of three months’ Rent, Management Charge, rates
      and Government rent as Deposit at all times during the
    Term.

              


      

       

      
        	
                 
      

              	
                7.5.3

              	
                Notwithstanding
      anything herein contained, the Tenant hereby expressly agrees that in the
      event of the Landlord assigning and transferring the ownership of the
      Premises to any person (the New Landlord) prior to
      the expiration or sooner determination of the Term subject to and with the
      benefit of this Lease, the Landlord may transfer the Deposit (as the same
      may be revised from time to time) paid by the Tenant hereunder (less any
      deduction which the Landlord may make according to the terms and
      conditions of this Lease) or the balance thereof after the said deduction
      to the New Landlord and in that event upon request of the Landlord the
      Tenant must sign a novation agreement (to be in the form prepared by the
      Landlord’s solicitors) regarding the transfer of the Deposit or the
      balance thereof after the said deduction with the Landlord and the New
      Landlord; and the Tenant shall waive all claims against the Landlord for
      the repayment of a sum equivalent to the amount of the Deposit transferred
      to the New Landlord but nothing herein provided shall prejudice or affect
      the right of the Tenant to claim against the New Landlord for repayment of
      the same.  A written notice sent by the Landlord or the
      Landlord’s solicitors by ordinary post to the Tenant to the address stated
      herein notifying the Tenant of the change of ownership of the Premises
      shall be conclusive evidence that the Deposit or the balance thereof has
      been transferred to the New Landlord unless contrary intention is
      expressed in the notice.

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                7.6

              	
                Rent Free
      Periods:  Subject to the Tenant’s due performance of the
      terms, covenants and conditions contained herein, the Tenant is entitled
      to occupy the Premises free of payment of Rent during the Rent Free
      Periods referred to in clause 1.8 provided that the Tenant shall pay and
      discharge all Management Charge, rates and Government rent and all other
      outgoings payable in respect of or referable to the Premises during the
      Rent Free Periods.

              


      

       

      
        	
                 
      

              	
                7.7

              	
                Notices:  Any
      notice or other communication given under or in connection with this Lease
      shall be in English and in writing.

              


      

       

      The
address and facsimile number of the Landlord and the Tenant are:

       

      
        	                                	
                (a)        
      

              	The Landlord of
      Suite 2008 Three Pacific Place, 1 Queen’s Road East, Hong
Kong
	 	 	Facsimile
      No.   	: +852 2525
      2070
	 	 	Attention   	:
      Managing Director
	 	 	 	 
	 	
                (b)   
      

              	The Tenant of Unit B
      on the 17th Floor, Western Plaza, No.2 Tin Hau Road and No.3 San On
      Street, Tuen Mun, New Territories, Hong Kong 
	 	 	Facsimile
      No. 	: +
	 	 	Attention: 	Ms Sophie
    Wong


      

       

      
        	
                 
      

              	
                7.8

              	
                No
      warranties:  This Lease sets out the full understanding
      and agreement of the parties and supersedes any other commitments,
      agreements, representations, warranties or understandings, written or
      verbal that the parties may have had with respect to the Premises or the
      Building or any part(s) thereof.  The Tenant irrevocably
      declares that it has not decided to enter into this Lease by relying on
      any other agreements, warranties or representations, written or verbal,
      which have not been set out herein and shall hereby waive its right
      against the Landlord for misrepresentation or misstatement or collateral
      agreement.  Without limiting the generality of this clause, the
      Landlord gives no warranty as to the fitness, suitability or legality of
      the Premises or the use to which the Premises may be put and the Landlord
      shall not be responsible or liable to the Tenant for any damages or loss
      in respect thereof.

              


      

       

      
        	
                 
      

              	
                7.9

              	
                No
      premium:  The parties declare that apart from the Rent
      and other consideration expressed in this Lease no premium or other
      consideration for the grant of the Term has been or will be paid to the
      Landlord or any other person.

              


      

       

      
        	
                 
      

              	
                7.10

              	
                Legal costs etc.; stamp duty
      and other fees: Each party shall bear its own legal costs and
      disbursements of and incidental to the preparation completion and
      execution of this Lease but the stamp duty and the costs and fees for the
      registration of this Lease and its counterparts shall be borne by the
      parties in equal shares.

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                7.11

              	
                Disclosure:  The
      Tenant agrees consents and confirms that any information relating to the
      Tenant at any time acquired, collected or otherwise held by the Landlord
      in connection with this Lease may be disclosed and/or transferred to and
      be held and/or used by (a) any of the holding companies and/or
      subsidiaries and/or affiliates of the Landlord and/or service providers or
      advisers of any of them; (b) any actual or potential assignee, purchaser,
      investor or subscriber of all or any part of the businesses or assets of,
      or interests in, the Landlord (including the public in the case of any
      public offer), in each case whether directly or indirectly; (c) any
      agent(s), adviser(s), auditor(s), or contractor(s) of any person referred
      to in (b); and/or (d) regulatory bodies or securities exchanges, in each
      case whether within or outside Hong Kong and for any legitimate
      purpose.

              


      

       

      
        	
                 
      

              	
                7.12

              	
                Holding Over
      Period:  Following expiry of the Term, if the Landlord
      does not object to the Tenant remaining in the Premises, the Tenant may
      continue to occupy the Premises on a month to month basis subject to the
      Tenant paying the Landlord a monthly rent of an amount as shall be agreed
      between the parties prior to the Term End Date but if no such agreement is
      reached, of such amount as shall be equivalent to 150% of the Rent payable
      by the Tenant herein immediately prior to the expiry of the Term but
      otherwise on the same terms and conditions contained in this
      Lease.  The lease under this clause 7.12 may be terminated by
      either party on one month’s written notice to the
  other.

              


      

       

      
        	
                 
      

              	
                7.13

              	
                Governing
      law:  This Lease shall be governed by the laws of the
      Hong Kong Special Administrative Region of the People’s Republic of
      China.

              


      

       

       

       

       

      
        
          
          

        

        
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      EXHIBIT
10.1

       

       

      THE
SCHEDULE

       

      Easements
and other rights included in this Lease

       

      (referred
to in clause 3)

       

      
        	
                1.

              	
                The
      rights in common with the Landlord and all other owners tenants and
      occupiers of the building:

              


      

       

      
        	
                 
      

              	
                1.1.

              	
                of
      way on foot and (over such Common Parts as are designed for such purposes)
      with or without vehicles, over and along and otherwise to use the Common
      Parts for all purposes reasonably connected with the use and occupation of
      the Premises;

              


      

       

      
        	
                 
      

              	
                1.2

              	
                of
      free passage and running of water, soil, electricity and data through the
      Service Media serving the Premises subject to temporary interruption due
      to breakdown or maintenance; and

              


      

       

      
        	
                 
      

              	
                1.3

              	
                to
      display on, if any, such slat on the main directory board and the relevant
      floor directory board in the Building, the name and location of the Tenant
      and, subject to the prior approval of the Landlord (such Landlord’s
      approval not to be unreasonably withheld or delayed) and/or the
      Manager.

              


      

       

       

       

       

       

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
10.1

     

    IN
WITNESS of which this Lease has been executed and has been delivered on the date
which first appears on Page I.

     

    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    

     

     23