ex10_1.htm


     Exhibit
10.1 

     

     

    
      
        	   	
                 LEASE 

                 

                 

                 DATE
      10th June 2008 

              	   


      

       

    

     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 Flat K-L, 6th Floor, Wai
      Cheung Industrial Centre, 5 Shek Pai Tau Road, Tuen Mun, New Territories,
      Hong Kong 

                     

                  
	
                     1.3 

                  	
                     BUILDING
      AND LOT 

                  	
                     : 

                  	
                     Tins
      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 

                  	
                     : 

                  	
                     Unit
      B on the 17th Floor of the Building (as shown coloured Pink on the plan
      attached for reference only) 

                     

                  
	
                     1.5 

                  	
                     USE 

                  	
                     : 

                  	
                     Factory
      with ancillary office 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: 2 June 2008 

                     

                  
	  
      	  
      	  
      	
                     Term
      End Date : 1 June 2011 

                     

                  


          

        

      

    

     

    
      
        	   	   	
                   

              


      

      
   

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    	
                             1.7 

                          	
                             NOT
      IN USE 

                          	  
      	  
      
	
                             1.8 

                          	
                             RENT 

                          	
                             : 

                          	
                             HK$116,600.00
      per calendar month (exclusive of rates, Government rent and Management
      Charge) 

                          
	   	   	   	   
	  
      	
                             RENT
      FREE PERIOD 

                          	
                             : 

                          	
                             For
      the period from 2 June 200S to I July 200S (both days
      inclusive) 

                          
	   	   	   	   
	  
      	  
      	
                             

                          	
                             (Please
      refer to clause 7.6 for details) 

                             

                          
	
                             1.9 

                          	
                             MANAGEMENT
      CHARGE 

                          	
                             : 

                          	
                             HK$18,815.00
      per calendar month (subject to review in accordance with clause
      5.1:2) 

                             

                          
	
                             1.10 

                          	
                             DEPOSIT 

                          	
                             : 

                          	
                             HK$421,725.00
      (cash deposit) (subject to clause 7.5:2), comprising: 

                             

                             1.           HK$349,800.00
      being 3 months’ Rent; 

                             2.           HK$56,445.00
      being 3 months’ Management Charge ; and 

                             3.           HK$15,480.00
      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 

        
          

        

      

      
        
        

      

    

     

     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; 

            


    

    


    
      	
                
      

            	
               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; 

            


    

     

    
      
        
        

      

      
         3 

        
          

        

      

      
        
        

      

    

     

    
      	
                
      

            	
               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 Hong Kong 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 Tenn 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 

    


     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 (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; 

            


    

    


    
      
        
        

      

      
         4 

        
          

        

      

      
        
        

      

    

    


    
      	
                
      

            	
               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 

            	
               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 a Risk or
      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 

        
          

        

      

      
        
        

      

    

    


    
      	
                
      

            	
               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 tine), 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 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. 

                

              


      

       

    

    
    

    
      	
                
      

            	
               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. 

            


    

     

    
      
        
        

      

      
         6 

        
          

        

      

      
        
        

      

    

     

    
      	
                
      

            	
               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. 

            


    

    


    
      	
                
      

            	
               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 tyred trolleys and forklift trucks
      with pneumatic or cushioned tyres 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. 

            


    

     

    
      
        
        

      

      
         7 

        
          

        

      

      
        
        

      

    

     

    
      	
                
      

            	
               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
      neighbouring 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 (CHINESES OMITTED) 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 clause1.11 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 (but only the inside glass
      and frame if the windows are double
glazed). 

            


    

    
      


      
        	
                  
      

              	
                
                   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, it’s employees and agents;
and 

            


    

    


    
      
        
        

      

      
         8 

        
          

        

      

      
        
        

      

    

    


    
      	
                
      

            	
               (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; and 

            


    

    


    
      	
                
      

            	
               (c) 

            	
               contain
      a provision that the policy along with terms and conditions of cover may
      not be altered, modified or cancelled without the express permission of
      the Landlord. 

            


    

    
      
        


        
          	
                    
      

                	
                  
                     5.30:3 

                  

                	
                  
                    
                       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. 

            


    

    


    
      	
                
      

            	
               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: 

    


    
      
        
        

      

      
         9 

        
          

        

      

      
        
        

      

    

    
      
        


        
          	
                    
      

                	
                  
                    
                       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 notifying 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. 

                                

                              

                            

                          

                        

                      

                    


            

             

          

        

      

    

    
      	
                
      

            	
               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; 

            


    

    


    
      
        
        

      

      
         10 

        
          

        

      

      
        
        

      

    

    


    
      	
                
      

            	
               (b) 

            	
               any
      defect, interruption or fluctuation in any Ser ice 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. 

            


    

    


    
      	
                
      

            	
               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. 

    


    
      
        
        

      

      
         11 

        
          

        

      

      
        
        

      

    

    


    
      	
                
      

            	
               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 Rules, Fitting Out Guidelines and Management
      Manuals 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. 

            


    

    


    
      	
                
      

            	
               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 

            


    

    


    
      
        
        

      

      
         12 

        
          

        

      

      
        
        

      

    

     

    
      	
                
      

            	
               (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. 

            


    

    
      


      
        	
                  
      

              	
                
                  
                     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 the reinstatement cost, any outstanding amount
      thereof shall be recoverable from the Tenant as a debt. The deduction of
      the reinstatement cost 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 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: 

            


    

     

    
      
        
        

      

      
         13 

        
          

        

      

      
        
        

      

    

    


    
      	
                
      

            	
               7.1:1 

            	
              
                 the
      Rent or any other suns; 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. 

            


    

    


    
      	
                
      

            	
               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
      (determined by the Landlord)
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. 

            


    

    


    
      
        
        

      

      
         14 

        
          

        

      

      
        
        

      

    

    


    
      	
                
      

            	
               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:one
      month’s notice to the Tenant. At the end of that notice this Lease will be
      at an end. 

              

            


    

     

    
      	
                
      

            	
               (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. 

            


    

    


    
      	
                
      

            	
               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. 

            


    

     

    
      
        
        

      

      
         15 

        
          

        

      

      
        
        

      

    

     

    
      	
                
      

            	
               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. 

            


    

    


    
      	
                
      

            	
               7.6 

            	
               Rent Free Period:
      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 Period 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
      Period. 

            


    

    


    
      	
                
      

            	
               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, I Queen’s Road East,
      Hong Kong 

                     
      Facsimile
      No.                          : +852
      2525 2070 

                     
      Attention                               :
      Managing Director 

            


    

     

    
      	
                
      

            	
               (b) 

            	
               The
      Tenant of Flat K-L, 6th Floor, Wai Cheung Industrial Centre, 5 Shek
      Pai Tau Road, Tuen Mun, New Territories, Hong Kong 

                     
      Facsimile
      No.                          :
      +86 75526012224 

                     
      Attention                               :
      Attn : Wong Wai Fan 

            


    

     

    
      	
                
      

            	
               7.8 

            	
               No warranties: This
      Lease sets out the full understanding of the parties to the exclusion
      of any warranties or representations. 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. 

            


    

    


    
      
        
        

      

      
         16 

        
          

        

      

      
        
        

      

    

     

    
      	
                
      

            	
               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. 

            


    

    


    
      	
                
      

            	
               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. 

            


    

    


    


    


    
      
        
        

      

      
         17 

        
          

        

      

      
        
        

      

    

     

     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. 

            


    

     

     

     

     

    
      
        
        

      

      
         18 

        
          

        

      

      
        
        

      

    

     

     IN WITNESS of which this
Lease has been executed and has been delivered on the date which first appears
on page 1. 

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                   SIGNED by 

                                   

                                   Daniel
      McDonald 

                                   

                                   for
      and on behalf of the Landlord in the presence 

                                   of
      /whose signature is verified by: 

                                	
                                   ) 

                                   ) 

                                   ) 

                                   ) 

                                   ) 

                                   ) 

                                   ) 

                                   

                                	
                                  

                                
	
                                   

                                  

                                	  
      	
                                    
      

                                   

                                   

                                   

                                  

                                
	
                                   SIGNED by 

                                  

                                   for
      and on behalf of the Tenant in the presence 

                                   of/whose
      signature(s) is/are verified by: 

                                	
                                   

                                   

                                   ) 

                                   ) 

                                   ) 

                                   ) 

                                   ) 

                                   ) 

                                	
                                   

                                  

                                
	  
      	  
      	  
      
	  
      	  
      	  
      
	  
      	  
      	  
      
	
                                   RECEIVED from the Tenant the sum
      of 

                                   HK$421,725.00
      being the Deposit 

                                	
                                   ) 

                                   ) 

                                	
                                  

                                
	  
      	  
      	  
      
	
                                   WITNESS
      to the signature: 

                                   

                                	  
      	  
      
	
                                  

                                	  
      	  
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
         19