ex10_2.htm


    EXHIBIT
10.2

     

    SIDE
LETTER

     

    PRIVATE
AND CONFIDENTIAL

     

    B2B
Chips, Limited

    Unit B,
17 Floor

    Western
Plaza

    2 Tin Hau
Road and 3 San On Street

    Tuen
Mun

    New
Territories

     

    For the
attention of Ms Annie Zhang

     

    Date:
10th
December 2009

     

    Dear
Sirs:

     

    22
Floor, Western Plaza, 2 Tin Hau Road and 3 San On Street, Tuen Mun, New
Territories (the Premises)

     

    We refer
to the Lease of even date made between us in respect of The Premises (the
Lease).  Terms defined in the Lease have the same meaning when used in
this letter.

     

    In
consideration of your entering into the Lease and notwithstanding any contrary
provisions contained in the Lease, we agree as follows:

     

    Early
Possession

     

    The
Landlord hereby allows the Tenant to occupy the Premises prior to the Term Start
Date on the following conditions:

     

    
      	
              (a)  

            	
              The
      Tenant shall occupy the Premises as licensee for the period from 1
      December 2009 to 31 January 2010 (Period of Early
      Possession) for the purpose of fitting out the Premises
      only.

            


    

     

    
      	
              (b)  

            	
              The
      Tenant shall be responsible for all outgoings including but not limited to
      the Management Charge, rates and Government rent in respect of the
      Premises during the Period of Early
Possession.

            


    

     

    
      	
              (c)  

            	
              The
      Tenant shall be responsible for all loss and damage caused to and in the
      Premises and/or the Building and/or any loss damage or injury caused to
      any person whomsoever directly or indirectly in the Premises and/or the
      Building from and inclusive of the Period of Early Possession and shall
      indemnify the Landlord against all loss damages actions proceedings costs
      claims and demands made against the Landlord in respect of the Tenant’s
      use and occupation of the Premises, or any other act or default by the
      Tenant, its employees, contractors, agents, licensees or invitees during
      the Period of Early Possession.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)  

            	
              The
      terms and conditions contained in the Lease shall be deemed to apply to
      the Period of Early Possession.  The Tenant shall be bound by
      and shall observe and perform the terms and conditions contained in the
      Lease during the Period of Early
Possession.

            


    

     

    Each of
the parties to this letter agrees and undertakes with and to the other that they
will hold this letter in strict confidence and will not disclose, copy,
reproduce or distribute any of it for any purpose or to any person (except to
the Landlord’s or the Tenant’s professional advisers, affiliates, successors and
assigns or if required by law) without the prior written consent of the
other.  The parties agree and undertake with each other that they will
not register this letter at any registry (land or otherwise) in Hong
Kong.

     

    If you
are in agreement, please sign where indicated below.

     

    Yours
faithfully

     

    
      
        	
                For
      and on behalf of

                San
      On Investments No. 1 Limited

              	 	 	
                Confirmed
      and accepted by:

                For
      and on behalf of

                B2B
      Chips, Limited

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/Alan
      Paul Cockburn    

              	 	 	
                 

              	 
	
                Authorized
      Signature(s)

              	 	 	
                Authorized
      Signature(s)

              	 
	
                
                  With
      company chop

                

              	 	 	
                With
      company chop