Exhibit 10.21  Dated the 22nd day of December 2003   JUGADA COMPANY LIMITED (as Landlord)  AND  VALENCE SEMICONDUCTOR DESIGN
LIMITED (as Tenant)  
  TENANCY AGREEMENT  of  Workshop No.01-10 on the
  19th Floor of APEC Plaza, No.49 Hoi Yuen Road, Kwun Tong, Kowloon, Hong KongTerm:
  
  A term of Three (3) years
  from 16th November 2003 to 15th November 2006Rental:
  
  HK$64,467.00 per month
  exclusive of rates, management fee and central chilled water chargesDeposit:
  
  HK$284,150.70
  
  JOHNSON STOKES & MASTER,  SOLICITORS, & C.,  HONG KONG SAR.  [ILLEGIBLE]  
   SECTION I  AGREEMENT  Parties
  
  AN AGREEMENT made this 22nd
  day of December Two Thousand and ThreeBETWEEN (i) the Company
  detailed as the Landlord in Part I of the Schedule hereto (hereinafter called
  the Landlord which expression shall include its successors and assigns) of
  the one part and (ii) the person firm or company detailed as the Tenant in
  Part I of the Schedule hereto (hereinafter called the Tenant which
  expression shall include its successors and permitted assigns) of the other
  part.WHEREBY IT IS AGREED as
  follows :-1.
  
  
  
  Agreement :-Premises
  
  1.01
  
  
  
  The Landlord shall let and
  the Tenant shall take ALL THOSE the premises (hereinafter referred to as the
  Premises) forming part of the building now known as APEC Plaza, No.49 Hoi
  Yuen Road, Kwun Tong, Kowloon, Hong Kong (hereinafter referred to as the
  Building) erected on All That piece or parcel of land registered in the Land
  Registry as Kwun Tong Inland Lot No.731 which said Premises are more
  particularly described and set out in Part II of the Schedule attached hereto
  Together with the use in common with the Landlord and all others having the
  like right of the entrances staircases landings passages and public toilets
  in the Building in so far as the same are necessary for the proper use and
  enjoyment of the Premises and except in so far as the Landlord may from time
  to time restrict such use And together with the use in common as aforesaid of
  the escalators and air cooling services in the Building (if any and whenever
  the same shall be operating) for the term set forth in Part III of the
  Schedule hereto (hereinafter the Term) YIELDING AND PAYINGTermRent and other [SEAL]  1 
   therefor throughout the
  Term such rent and other charges as are from time to time payable or
  ascertainable in accordance with the provisions set out in Part IV and Part V
  of the Schedule hereto and in this Agreement (all of which payments are
  unless the context otherwise requires or provides hereinafter included in the
  term the Rent) which sums shall be payable exclusive of rates and other
  outgoings and in advance clear of all deductions on the first day of each
  calendar month the first and last of such payments to be apportioned
  according to the number of days in the month included in the Term.  The Tenant agrees to use the Premises only
  for the purpose set forth in Part VII of the Schedule hereto and not for any
  other purpose and in the event that the user of the Premises designated in
  Part VII of the Schedule hereto shall specify the sale or supply thereat of
  any particular class or kind of goods or services the Tenant shall not use
  the Premises for the sale or provision of any other class or kind of goods
  services or other purpose whatsoever without the express permission of the
  Landlord in writing.UserSECTION
  IIRENT
  AND OTHER CHARGES2.
  
  
  
  The Tenant agrees with the
  Landlord as follows :-Rent2.01
  
  
  
  To pay throughout the Term
  on the days and in the manner hereinbefore provided for payment thereof and
  in banknotes if so required by the Landlord such calendar monthly rent as is
  payable in accordance with the provisions of Part IV of the Schedule hereto;  2 
   Management fee and central
  chilled water charges
  
  2.02
  
  
  
  To pay on the days and in
  the manner hereinbefore provided the management fee and central chilled water
  charges as respectively set forth in Part V of the Schedule for the provision
  of management services for the Premises and for the supply of chilled water
  for use by the Tenant in connection with its air-conditioning installation
  Provided always that the rate of the said management fee and central chilled
  water charges shall be subject to review by the Manager of the Building in
  accordance with the provisions in the Deed of Mutual Covenant and Management
  Agreement relating to the Building. 
  The Managers determination of the new rate of the said management fee
  and central chilled water charges shall (save In the case of manifest error)
  be conclusive.All running, operating,
  maintenance, cleaning and repair costs associated with the use of fan coil
  units or other air handling plant installed at the Premises will be borne by
  the Tenant in addition to the management fee and central chilled water
  charges. The electric power for such fan coil units or other air handling
  plant installed within or exclusively for the Premises shall be connected to
  the Tenants electricity supply meter and the Tenant shall pay direct to the
  supply authority or contractor for the electric power thereby consumed.Rates
  
  2.03
  
  
  
  To pay and discharge all
  rates taxes assessments duties impositions charges and outgoings of an annual
  or recurring nature now or hereafter to be imposed or levied on the Premises
  or upon the owner or occupier in respect thereof by the Government of the
  Hong Kong Special Administrative Region of the Peoples Republic of China or
  other lawful authority (Government Rent and Property Tax alone excepted).
  Without prejudice to the generality of this clause the  3 
   Tenant shall within 15
  days from the date of receiving a demand in writing for the same either from
  the Landlord or from the Government of the Hong Kong Special Administrative
  Region of the Peoples Republic of China pay all rates imposed on the
  Premises in the first place to the Landlord who shall settle the same with the
  Government of the Hong Kong Special Administrative Region of the Peoples
  Republic of China. In the event of the rates imposed not being individually
  assessed in respect of the Premises, the Tenant shall pay a part thereof in
  the same proportion as the gross floor area of the Premises bears to the
  gross floor area of the Building or part thereof so assessed, and in the
  event of the Premises not yet having been assessed to rates, the Tenant shall
  on the signing hereof and before it shall be entitled to possession of the
  Premises at the commencement of the Term and thereafter on each of the usual
  quarter days until the rates have been so assessed pay to the Landlord on
  account of the Tenants liability under this Clause a sum equal to the rates
  for that quarter (or a proportionate part thereof) which would be charged by
  the Government of the Hong Kong Special Administrative Region of the Peoples
  Republic of China on the basis of a rateable value equal to twelve months
  rent payable by the Tenant (such estimated rates to be paid on monthly basis
  in advance); Provided that upon assessment by the Government of the Hong Kong
  Special Administrative Region of the Peoples Republic of China of the rates
  payable in respect of the Premises, the total amount paid by the Tenant to
  the Landlord shall be adjusted accordingly and any surplus shall be refunded
  by the Landlord and any deficiency shall be made good by the Tenant.  4 
   Utility Charges &
  Deposits
  
  2.04
  
  
  
  To pay and discharge all
  deposits and charges in respect of gas water electricity air-conditioning and
  telephone as may be shown by or operated from the Tenants own metered supply
  or by accounts rendered to the Tenant in respect of all such utilities
  consumed on or in the Premises.SECTION
  IIITENANTS
  OBLIGATIONS3.
  The
  Tenant hereby covenants undertakes and agrees with theLandlord
  as follows :-Compliance with Ordinances
  
  3.01
  
  
  
  To obey observe and comply
  with and to indemnify the Landlord against the breach of all ordinances,
  regulations, by-laws, rules and requirements of any Governmental or other
  competent authority relating to the use and occupation of the Premises, or to
  any other act, deed, matter or thing done, permitted, suffered or omitted
  therein or thereon by the Tenant or any employee, agent or licensee of the
  Tenant and without prejudice to the foregoing to obtain any licence approval
  or permit required by any Governmental or other competent authority in connection
  with the Tenants use or occupation of the Premises prior to the commencement
  of the Tenants business and to maintain the same in force and in all
  respects comply with the terms thereof during the currency of this tenancy
  and to indemnify the Landlord against the consequences of any breach of this
  provision;Fitting Out the Interior
  of the Premises
  
  3.02
  
  (a)
  
  To fit out the interior of
  the Premises in accordance with such Premises plans and specifications
  including but not limited to electrical and mechanical layout, P & D
  design, etc. as shall have been first submitted by the Tenant to and approved
  in writing by the Landlord in a good and  5 
   proper workmanlike
  fashion.  Such fitting out works must
  not be commenced before such plans and specifications have been approved by
  the Landlord.(b)
  
  The Tenant shall pay to
  the Landlord on demand all mechanical, engineering and structural engineering
  consultants fees incurred by the Landlord in connection with the
  consideration and approval of the Tenants Plans or any modifications or
  amendments thereof.Installation of Telephone
  Cables
  
  3.03
  
  
  
  To make its own
  arrangements with regard to the installation of telephones or other
  communications systems within the Premises, but the installation of telephone
  and communications lines outside the Premises must be in the common ducting
  provided for that purpose and in all respects be in accordance with the
  Landlords directions;Good Repair of Interior
  
  3.04
  
  
  
  To keep all the interior
  part of the Premises including the flooring and interior plaster or other
  finishing material or rendering to walls floors and ceilings and the
  shopfront external grilles or shutters to the Premises and the Landlords
  fixtures and fittings therein and all additions (whether of the Landlord or
  the Tenant) thereto including (without limitation and wherever the same shall
  be installed in or upon the Premises) all escalators doors windows electrical
  installations and wiring light fittings suspended ceiling fire fighting
  apparatus and air-conditioning plant and ducting exhaust ducts, scrubber and
  carbon filters, grease traps and all pipes plumbing and drainage facilities
  and all painting, papering and decoration thereof in good clean tenantable
  substantial and proper repair and condition and as may be appropriate from
  time to time properly painted and decorated cleansed cleared or  6 
   replaced and so to
  maintain the same at the expense of the Tenant and to deliver up the same and
  all fittings, fixtures and additions therein and thereto other than tenants
  fixtures and fittings to the Landlord at the expiration or sooner
  determination of the said term in like condition and without prejudice to the
  generality of the foregoing during the last year of the term hereby reserved
  if reasonably required by the Landlord to repaint and decorate the interior
  of the Premises;Cleaning of Grease Trap
  
  3.05
  
  
  
  To clean and clear every
  grease trap (if any, and whether within or outside the Premises) serving the
  Premises or used by the Tenant as often as is necessary to ensure the free,
  uninterrupted and efficient working of the drainage and sewage facilities
  serving the Building. The Landlord shall be entitled from time to time to
  require the Tenant to do such cleaning and clearing at such regular intervals
  as may be prescribed by the Landlord. If default shall be made by the Tenant
  in fulfilling its obligations under this Clause the Landlord shall be
  entitled to do such cleaning and clearing, entering the Premises whenever
  necessary and the cost thereof shall be a debt due from the Tenant to the
  Landlord and be recoverable forthwith by action;Installation of wires
  cables and services
  
  3.06
  
  
  
  To install all wires pipes
  and cables and other services serving the Premises in and through the ducts
  trunkings and conduits in the Building provided by the Landlord for such
  purposes and at all times in accordance with the Landlords directions and
  not to install any such wires pipes cables or other services without first
  providing the Landlord with full particulars and a fully detailed plan and
  diagram of such intended installation and obtaining the Landlords consent in
  regard thereto.  7 
   Replacement of Windows
  
  3.07
  
  
  
  To pay to or reimburse the
  Landlord the cost of replacing all broken or damaged windows or shopfront
  glass whether the same be broken or damaged by the negligence of the Tenant
  or owing to circumstances beyond the control of the Tenant;Repair of Electrical
  Installations
  
  3.08
  
  
  
  To repair or replace as so
  required by the appropriate utility company or authority under the terms of
  the Electricity Supply Ordinance or any statutory modification or
  re-enactment thereof or Regulations made thereunder by duly authorised
  contractor, statutory undertaker or authority as the case may be all the
  electricity wiring installations and fittings within the Premises and the
  wiring from the Tenants meter or meters to and within the same;Good Repair of Toilets
  & Water Apparatus
  
  3.09
  
  
  
  At the expense of the
  Tenant to maintain all toilets and sanitary and water apparatus as are
  located within the Premises (or elsewhere if used exclusively by the Tenant
  its employees invitees and licensees) in good clean and tenantable state and
  in proper repair and condition at all times during the said Term to the
  satisfaction of the Landlord and in accordance with the Regulations of the
  Public Health or Government Authority concerned;Cleaning & Cleaning
  Contractors
  
  3.10
  
  
  
  To keep the Premises
  including all external windows lights and shopfront glass at all times in a
  clean and sanitary state and condition, and for the better observance hereof
  the Tenant shall only employ as cleaners of the Premises such persons or
  firms as shall be nominated by the Landlord. Such Cleaners shall be employed
  at the expense of the Tenant;Cleaning of Drains
  
  3.11
  
  
  
  To pay on demand to the
  Landlord the cost properly incurred by the Landlord in cleansing and clearing
  any of the drains  8 
   choked or stopped up owing
  to improper or careless use by the Tenant or his employees invitees or
  licensees;To Permit Landlord To
  Enter & View
  
  3.12
  
  
  
  To permit the Landlord its
  agents and all persons authorised by it with or without workmen or others and
  with or without appliances at all reasonable times to enter upon the Premises
  to view the condition thereof and upon prior notice to the Tenant to take
  inventories of the fixtures and fittings therein and to carry out any work or
  repair required to be done provided that in the event of an emergency the Landlord
  its servants or agents may enter without notice and forcibly if need be;To Execute Repair on
  Receipt of Notice
  
  3.13
  
  
  
  To make good all defects
  and wants of repair to the Premises for which the Tenant may be liable within
  the space of one month from the receipt of written notice from the Landlord
  to repair amend and make good the same, and if the Tenant shall fail to
  execute such works or repairs as aforementioned to permit the Landlord to
  enter upon the Premises and execute the same and the cost thereof shall be a
  debt due from the Tenant to the Landlord and be recoverable forthwith by
  action;Inform Landlord of Damage
  
  3.14
  
  
  
  To give prompt notice to
  the Landlord or its agent of any damage that may be suffered to the Premises
  and of any accident to or defects in the water and gas pipes (if any)
  electrical wiring or fittings, fixtures or other services or facilities
  within the Premises;Protection from Typhoon
  
  3.15
  
  
  
  To take all necessary and
  appropriate precautions to protect the interior of the Premises from storm or
  typhoon damage;Indemnification of
  Landlord
  
  3.16
  
  
  
  To be wholly responsible
  for any loss damage or injury caused to any person whomsoever or to any
  property whatsoever directly or indirectly through the defective  9 
   or damaged condition or
  operation of any part of the interior of the Premises or any machinery or
  plant or any fixtures or fittings or wiring or piping therein for the repair
  of which the Tenant is responsible hereunder or in any way caused by or owing
  to the spread of fire smoke or fumes or the leakage or overflow of water of
  whatsoever origin from the Premises or any part thereof or through the act
  default or neglect of the Tenant his servants agents contractors licensees
  partners or customers and to make good the same by payment or otherwise and
  to indemnify the Landlord against all costs claims demands actions and legal
  proceedings whatsoever made upon the Landlord by any person in respect of any
  such loss damage or injury as aforesaid and all costs and expenses incidental
  thereto;Air-conditioning of
  Premises
  
  3.17
  
  
  
  Where any plant machinery
  or equipment for cooling or circulating air is installed in or about the Premises
  (whether by the Landlord or the Tenant) the Tenant will to the extent of the
  Tenants control over the same at all times use and regulate the same to
  ensure that the air-conditioning plant is employed to best advantage in the
  conditions from time to prevailing and without prejudice to the generality of
  the foregoing will operate and maintain such plant within the Premises as the
  Landlord may reasonably determine to ensure a reasonably uniform standard of
  air cooling or conditioning throughout the Building;Refuse & Garbage
  Removal
  
  3.18
  
  
  
  To be responsible for the
  removal of refuse and garbage from the Premises to such location as shall be
  specified by the Landlord from time to time and to use only that type of
  refuse container as is specified by the Landlord from time to time. In the
  event of the Landlord providing a collection service for refuse and garbage
  the same shall be used by the Tenant to the exclusion of any other similar
  service and the use of  10 
   such service provided by
  the Landlord shall be at the sole cost of the Tenant;Service Entrances
  
  3.19
  
  
  
  To load and unload goods
  only at such times and through such entrances and by such service lifts (if
  any) as shall be designated by the Landlord for this purpose from time to
  time;Common Areas
  
  3.20
  
  
  
  To pay to or reimburse to
  the Landlord the cost of repairing any damage caused to any part of the
  common areas of the Building occasioned by the Tenant his licensees employees
  agents or contractors or any other person claiming through or under the
  Tenant;Contractors Employees
  Invitees & Licensees
  
  3.21
  
  
  
  To be liable for any act
  default negligence or omission of the Tenants contractors, employees invitees
  or licensees as if it were the act default negligence or omission of the
  Tenant and to indemnify the Landlord against all cost claims demands expenses
  or liability to any third party in connection therewith;Directory Boards
  
  3.22
  
  
  
  To pay the Landlord
  immediately upon demand the cost of affixing repairing or replacing as
  necessary the Tenants name in lettering to the directory boards at the
  Building;Regulations
  
  3.23
  
  
  
  To obey and comply with
  such Regulations as may from time to time be made or adopted by the Landlord
  in accordance with Section X hereof;Security System
  
  3.24
  
  
  
  To ensure that its own
  security system within and at the entrance of the Premises is at all times
  compatible with and linked up to the security system for the Building
  provided and operated by the Landlord (if any);  11 
   Yield Up Premises &
  Handover
  
  3.25
  
  
  
  To yield up the Premises
  with all fixtures fittings and additions therein and thereto at the
  expiration or sooner determination of this Agreement in good clean and
  tenantable repair and condition in accordance with the stipulations
  hereinbefore contained together with all keys giving access to all parts of
  the Premises Provided That(a)
  
  Where a suspended ceiling
  system (the Suspended Ceiling System) had been installed at the Premises
  (whether by the Landlord or was present either at the commencement of the
  Term or when the Tenant took possession of the Premises) the Tenant shall at
  its own cost reinstate repair and make good all damage caused to the
  Suspended Ceiling System to the satisfaction of the Landlord before
  delivering up possession of the Premises to the Landlord;(b)
  
  (i)
  
  Where there are any
  installations, additions, alterations, fittings and fixtures upon or in the
  Premises whether the same have been made or installed prior to or after the
  commencement of the Term; or(ii)
  
  Where the Tenant has made
  any alterations or installed any fixtures fittings or additions in or to the
  Premises and notwithstanding that the Landlords consent for so doing may
  have been obtained or have been given or be deemed to have been giventhe Landlord may at its
  sole discretion require the Tenant at the Tenants sole cost and expense to
  reinstate or remove or do away with all or any such installations, additions,
  alterations, fittings or fixtures or any part or portion thereof and to make
  good and repair in a proper and workmanlike manner any damage to the  12 
   Premises and the
  Landlords fixtures and fittings therein caused by such removal or
  reinstatement and deliver up the Premises to the Landlord in a bare shell
  condition to the satisfaction of the Landlord.SECTION
  IVLANDLORDS
  OBLIGATIONS4.
  
  
  
  The Landlord agrees with
  the Tenant as follows :-Quiet Enjoyment
  
  4.01
  
  
  
  To permit the Tenant duly
  paying the Rent rates and other charges and the service charge hereby agreed
  to be paid on the days and in manner herein provided for .payment of the same
  and observing and performing the agreements stipulations terms conditions and
  obligations herein contained to have quiet possession and enjoyment of the
  Premises during the said term without any interruption by the Landlord or any
  person lawfully claiming under or through or in trust for the Landlord;Government Rent
  
  4.02
  
  
  
  To pay the Government Rent
  and Property Tax attributable to or payable in respect of the Premises;Air-conditioning
  
  4.03
  
  
  
  To use reasonable
  endeavours to maintain the escalators, fire services equipment, security
  installations and air-conditioning plant and water chilling apparatus and
  other services provided within the Building not within the Premises in proper
  working order and condition;Chilled Water Supply
  
  4.04
  
  (a)
  
  Subject to Section VI
  Sub-clause 6.01(i) hereof to provide a supply of chilled water to the
  Premises for the purposes of the Tenants air-conditioning during the normal
  business hours to be decided by the Manager of the Building whose decision
  shall be final and conclusive;  13 
   (b)
  
  Subject to Section VI
  Sub-clause 6.01 (i) hereof the Landlord shall, at the absolute discretion of
  the Landlord, supply the Tenant with a supply of chilled water to the
  Premises for the purposes of the Tenants air-conditioning during hours
  outside the normal business hours upon request being made by the Tenant to the
  Landlord.  The cost for such
  additional hours of chilled water supply from time to time shall be
  determined by the Landlord or the building manager whose decision shall be
  final and notified to the Tenant from time to time and shall be paid by the
  Tenant to the Landlord with the rent and other charges payable under this
  Tenancy Agreement and shall be recoverable by the Landlord as part of the
  air-conditioning and management charges hereunder.Obligation Where Landlord
  not owner of Whole Building
  
  4.05
  
  
  
  In the event that the
  Landlord is not the owner of the whole of the Building, the obligations of
  the Landlord under Section IV Sub- Clauses 4.03 and 4.04 hereof shall be
  deemed to have been modified so that the Landlord shall only be under an obligation
  to use reasonable endeavours to procure that the manager appointed under the
  Deed of Mutual Covenant or any Sub- Deed of Mutual Covenant affecting the
  Building or the incorporated owners of the Building shall do the things
  referred to in such Sub-Clauses to the extent that they are within the power
  and duty of the manager or incorporated owners and the Landlord shall not be
  liable to the Tenant or any other person for the failure on the part of the
  manager or incorporated owners to do any such things.Rights Reserved to the
  Landlord
  
  4.06
  
  
  
  It is hereby agreed and
  expressly confirmed that the following rights are excepted and reserved to
  the Landlord (its successors and assigns and all persons having the like
  right) throughout the said Term :-  14 
   (a)
  
  the right of free and
  uninterrupted passage and running of water, soil, gas, drainage, electricity
  and all other services or supplies through such sewers, watercourses,
  conduits, pipes, wires, cables and ducts as are now or may hereafter be in,
  on or under the Premises and serving or capable of serving the Building or
  any adjoining or neighbouring property TOGETHER WITH the right to enter upon
  the Premises to inspect repair replace or maintain any such sewers,
  watercourses, conduits, pipes, wires, cables and ducts Provided That in the
  exercise of this latter right the Landlord shall cause as little damage or
  inconvenience to the Tenant as possible and forthwith make good any damage
  caused;(b)
  
  the full and free right
  and liberty to enter upon the Premises in the circumstances in which the
  covenants by the Tenant contained in these presents permit such entry and in
  particular but without prejudice to the generality of the foregoing the right
  to enter into and upon the Premises at all times for the purpose of obtaining
  access to and egress from any machinery or switch rooms or the like remaining
  under the control of the Landlord and located on any of the floors of the
  Building on which any portion of the Premises is situated;(c)
  
  the right from time to
  time on giving reasonable notice to the Tenant (such notice not to be
  required in case of emergency or breakdown) and causing as little
  inconvenience to the Tenant as  15 
   reasonably possible to
  suspend the air-conditioning system, lifts, escalators, electric power, water
  supply and any other building service provided in or serving the Building for
  the purpose of servicing, maintaining, repairing, renewing, improving or
  replacing the same and any of them;(d)
  
  the right from time to
  time and without the necessity of joining the Tenant or any other person to
  enter into such Deed of Mutual Covenant or Sub-Deed of Mutual Covenant or
  Management Agreement affecting the Building or any part thereof as the
  Landlord shall deem appropriate.SECTION
  VRESTRICTIONS
  AND PROHIBITIONS5.
  
  
  
  The Tenant hereby agrees
  with the Landlord as follows :-Installation &
  Alterations
  
  5.01
  
  (a)
  
  Not without the previous
  written consent of the Landlord to erect install or alter any fixtures
  partitioning or other erection or installation in the Premises or to make
  suffer or permit to be made any alterations or additions to the electrical
  wiring installation air-conditioning plant or ducting (if any) and lighting
  fixtures or any part thereof or other Landlords fixtures nor without the
  like consent to install or permit or suffer to be installed any plant
  equipment apparatus or machinery including any safe or other object which
  imposes a weight on any part of the flooring in excess of that for which it
  was designed. The Landlord shall be entitled to prescribe the maximum weight
  and permitted location of safes and other heavy equipment and to require that
  the same stand on supports of such  16 
   dimensions and material to
  distribute the weight as the Landlord may deem necessary. All reasonable and proper
  fees incurred by the Landlord in obtaining the approval of its architects to
  the location of heavy objects shall be borne by the Tenant and payment
  therefor may be imposed as a pre-requisite to the Tenant receiving such
  consent;(b)
  
  Not to install any
  air-conditioning plant or equipment of any kind on or within or at any part
  of the Premises without the prior consent of the Landlord in writing AND the
  Tenant shall comply with the directions and instructions of the Landlord
  regarding installation and shall at its own expense be responsible for their
  periodic inspection maintenance and repair and for the replacement of
  defective wiring and the Tenant shall be strictly liable for any damage
  caused by the installation operation defect or removal of such units;(c)
  
  Not to make or permit or
  suffer to be made any alterations in or additions to the mechanical or
  electrical installations in the Building nor to install or permit or suffer
  to be installed any equipment, apparatus or machinery which exceeds the
  loading of the electrical installations in the Building nor to install or
  permit or suffer to be installed any equipment, apparatus or machinery which
  exceeds the loading of the electrical main or wiring or which consumes electricity
  not metered through the Tenants separate meter;(d)
  
  Not to make or permit or
  suffer to be made any alterations to any installation or fixture so as to
  affect or be likely to affect the supply of water, electricity or other
  utility or service to or in the Building;(e)
  
  In carrying out any
  approved work hereunder the Tenant its servants agents contractors and
  workmen shall obey and  17 
   comply with all reasonable
  instructions and directions which may be given by the Landlord, its Project
  Manager or other authorised representatives in connection with the carrying
  out of such work;(f)
  
  Any fees or expenses
  incurred by the Landlord in connection with the giving of consents hereunder
  shall be borne by the Tenant;Injury to Main Walls
  
  5.02
  
  
  
  Not without the previous
  written consent of the Landlord to cut maim or injure or permit or suffer to
  be cut maimed or injured any doors windows walls beams structural members or
  other part of the fabric of the Premises;Alterations to Exterior
  
  5.03
  
  
  
  Not to affix anything or
  paint or make any alteration whatsoever to the exterior of the Premises save
  as provided in Section V Clause 5.07 hereof;Obstructions to Outside
  Windows
  
  5.04
  
  
  
  Not to block up darken or
  obstruct or obscure any shop front window or any other window or lights
  belonging to the Premises without having obtained the express written consent
  of the Landlord which consent may be given subject to such conditions as the
  Landlord may in its absolute discretion consider fit to impose;Not to erect gates or
  grilles
  
  5.05
  
  
  
  Not without the prior
  written consent of the Landlord to erect or install doors, gates, metal
  grilles, shutters or other similar installation whatsoever whether temporary
  or permanent at the doorway or entrance to the Premises or at any of the fire
  exits therefrom or erect any such doors or metal grille or shutter or gate
  that might in any way contravene the regulations from time to time in force
  of the Fire Services Department or other competent authority concerned, nor
  in any other respect to contravene the said regulations;  18 
   Noise
  
  5.06
  
  
  
  Not to cause or produce or
  suffer or permit to be produced on or in the Premises any sound or noise
  (including sound produced by broadcasting from Rediffusion, Television, Radio
  and any apparatus or instrument capable of producing or reproducing music and
  sound) or any vibration or resonance or other form of disturbance or other
  acts or things in or on the Premises which is or are or may be a nuisance to
  the tenants or occupiers of adjacent or neighbouring premises or to users and
  customers of the same or to the Landlord and in the event of the Tenants
  permitted business use of the Premises as defined in Part VII of the Schedule
  hereto requiring any sound or noise to be produced or reproduced within the
  Premises or any part thereof to install and maintain to the satisfaction of
  the Landlord appropriate and adequate sound absorbing and insulating material
  so as to prevent such sound or noise from escaping from the Premises and from
  becoming a nuisance or annoyance to other tenants or occupiers of the
  Building or any part thereof or any adjoining or adjacent premises.Signs
  
  5.07
  
  
  
  Save as permitted pursuant
  to Clause 3.22 hereof not to exhibit or display on or affix to the exterior
  of the Premises or on the interior face of the curtain wall and window of the
  Premises any writing sign signboard or other device whether illuminated or
  not nor to affix any writing sign signboard or other device in at or above
  any common area lobby landing or corridor of the Building.  Provided always that the Tenant shall be
  entitled to have its name and business displayed in lettering and/or
  characters to a design and standard of workmanship approved by the landlord
  (which approval shall not be unreasonably withheld) on a signboard upon the
  front of the Premises.  19 
   If the Tenant carries on
  business under a name other than its own name it shall be entitled to have
  that name displayed aforesaid but the Tenant shall not be entitled to change
  the business name without the previous written consent of the Landlord (which
  consent shall not be unreasonably withheld) and without prejudice to the
  foregoing the Landlord may in connection with any application for consent
  under this clause require the Tenant to produce such evidence as it shall think
  fit to show that no breach of Section V Clause 5.21 hereof has taken place or
  is about to take place;Auction & Sales
  
  5.08
  
  
  
  Not to conduct or permit
  any auction fire bankruptcy close-out or similar sale of things or properties
  of any kind to take place on the Premises Provided that this provision shall
  not preclude the conduct of genuine periodic seasonal or promotional sales
  where the permitted user of the Premises includes shop or retail uses;Illegal Immoral or
  Improper Use
  
  5.09
  
  
  
  Not to use or cause permit
  or suffer to be used any part of the Premises for gambling or for any illegal
  immoral or improper purposes or in any way so as to cause nuisance or
  annoyance inconvenience or damage or danger to the Landlord or the tenants or
  occupiers of adjacent or neighbouring Premises;No Touting
  
  5.10
  
  
  
  Not to tout or solicit or
  procure or permit any touting or soliciting for business or the distribution
  of any pamphlets notices or advertising matter outside the Premises or anywhere
  within the Building by any of the Tenants servants agents or licensees;Sleeping or Domestic Use
  
  5.11
  
  
  
  Not to use the Premises or
  any part thereof as sleeping quarters or as domestic premises within the
  meaning of any ordinance for the time being in force or to allow any person
  to remain on the Premises  20 
   overnight unless with the
  Landlords prior permission in writing;Storage of dangerous goods
  
  5.12
  
  
  
  Not to keep or store or
  cause or permit or suffer to be kept or stored any extra hazardous or
  dangerous goods within the meaning of the Dangerous Goods Ordinance and the
  regulations thereunder or any Statutory modification or re-enactment thereof;User
  
  5.13
  
  
  
  Not to use the Premises
  for any purpose other than the purpose specified in Part VII of the Schedule
  hereto;Obstructions in Passages
  
  5.14
  
  
  
  Not to place or leave or
  suffer or permit to be placed or left by any contractor employee invitee or
  licensee of the Tenant any boxes furniture articles or rubbish in the
  entrances or any of the staircases passages or landings of the Building used
  in common with other tenants or the Landlord or otherwise encumber the same;Parking & Loading
  
  5.15
  
  
  
  Not to park in obstruct or
  otherwise use nor permit to be parked in obstructed or otherwise used by any
  employee agent or licensee of the Tenant those areas of the Building
  allocated to parking the movement of or access for vehicles or designated as
  loading/unloading areas other than in accordance with the Regulations made
  from time to time by the Landlord;Goods & Merchandise
  Outside the Premises
  
  5.16
  
  
  
  Not to place expose or
  leave or permit to be placed exposed or left for display sale or otherwise
  any goods or merchandise whatsoever upon or over the ground outside the
  Premises;Free Standing Signs
  
  5.17
  
  
  
  Not to place expose or
  leave or permit to be placed exposed or left any free standing signs upon or
  over the ground outside the Premises or in any of the staircases passages or
  landings of the Building used in common with other Tenants or the Landlord;  21 
   Preparation of Food &
  Prevention of Odours
  
  5.18
  
  
  
  Not to cause or permit any
  offensive or unusual odours arising out of the preparation of food upon the
  Premises (if so permitted under the terms of Part VII of the Schedule) to
  emanate from the Premises so as to cause in the Landlords opinion a nuisance
  to other occupiers or users of the Building;Food by Serviceways
  
  5.19
  
  
  
  Not to permit or allow any
  food stuffs or food containers to be brought onto or removed from the
  Premises except by way of service entrances service exits and (if any)
  service lifts or otherwise as may be directed by the Landlord from time to
  time;Animals, Pets &
  Infestation
  
  5.20
  
  
  
  Not to keep or permit or
  suffer to be kept any pets animals or livestock inside the Premises and to
  take all such reasonable steps and precautions to the satisfaction of the
  Landlord as shall be necessary to prevent the Premises or any part thereof
  from becoming infested by termites rats mice roaches or any other pests or
  vermin and for the better observance hereof the Landlord may require the
  Tenant at the Tenants cost to employ such pest extermination contractors as
  the Landlord may nominate and at such intervals as the Landlord may direct;Alienation
  
  5.21
  
  
  
  Not to assign underlet or
  otherwise part with the possession of the Premises or any part thereof in any
  way whether by way of subletting lending sharing or other means whereby any
  person or persons not a party to this Agreement obtains the use or possession
  of the Premises or any part thereof irrespective of whether any rental or
  other consideration is given for such use or possession and in the event of
  any such transfer sub-letting sharing assignment or parting with the
  possession of the Premises (whether for monetary consideration or not) this
  Agreement shall absolutely determine  22 
   and the Tenant shall
  forthwith vacate the Premises on notice to that effect from the Landlord. The
  Tenancy shall be personal to the Tenant named in the Schedule to this
  Agreement and without in any way limiting the generality of the foregoing the
  following acts and events shall unless approved in writing by the Landlord be
  deemed to be breaches of this clause :-(i)
  
  In the case of a tenant
  which is a partnership the taking in of one or more new partners whether on
  the death or retirement of an existing partner or otherwise;(ii)
  
  In the case of a tenant
  who is an individual (including a sole surviving partner of a partnership
  tenant) the death insanity or disability of that individual to the intent
  that no right to use possess occupy or enjoy the Premises or any part thereof
  shall vest in the executors administrators personal representatives next of
  kin trustee or committee of any such Individual;(iii)
  
  In the case of a tenant
  which is a corporation any take-over reconstruction amalgamation merger
  voluntary liquidation or change in the person or persons who owns or own a
  majority of its voting shares or who otherwise has or have effective control
  thereof;(iv)
  
  The giving by the Tenant
  of a Power of Attorney or similar authority whereby the donee of the Power
  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;  23 
   (v)
  
  The change of the Tenants
  business name without the previous written consent of the Landlord which
  consent the Landlord may give or withhold at its discretion;Breach of Government Lease
  
  5.22
  
  
  
  Not to cause suffer or
  permit any contravention of the negative or restrictive provisions of the
  Government Lease or Conditions of Grant under which the Landlord holds the
  Premises or any Deed of Mutual Covenant or any Sub-Deed of Mutual Covenant affecting
  the Building and to indemnify the Landlord against any such breach;Breach of Insurance Policy
  
  5.23
  
  
  
  Not to cause or suffer or
  permit to be done any act or thing whereby the policy or policies of
  insurance on the Premises against damage by fire or liability to Third
  Parties for the time being subsisting may become void or voidable or whereby
  the rate of premium or premiums thereon may be increased, and to repay to the
  Landlord on demand all sums paid by the Landlord by way of increased premium
  or premiums thereon and all expenses incurred by the Landlord in and about
  any renewal of such policy or policies arising from or rendered necessary by
  a breach of this Clause;Prohibited Names
  
  5.24
  
  
  
  Not without the previous
  written consent of the Landlord to name or include in the name of the
  business or company operated by the Tenant the name of the Building or any
  name similar thereto and not at any time to change the name of the business
  or company to include any such name as aforesaid.Locks
  
  5.25
  
  
  
  Not without the previous
  written consent of the Landlord (such consent not to be unreasonably
  withheld) to alter the existing locks, bolts and fittings on the entrance
  doors to the Premises nor to install any additional locks, bolts or fittings
  thereon.  24 
   Tenants Association
  
  5.26
  
  
  
  Not to form or organise or
  attempt or make any effort to form or organise any tenants association or
  union jointly with any tenants of the Building for whatever objects or
  purposes during the continuance of the tenancy.Overload
  
  5.27
  
  
  
  Not to place on any part
  of floors of the Premises any article, machinery, goods or merchandise which
  may cause the maximum floor loading-bearing capacity thereof to be exceeded.SECTION
  VIEXCLUSIONS6.
  
  
  
  IT IS HEREBY FURTHER
  EXPRESSLY AGREED AND DECLARED that the Landlord shall not in any
  circumstances be liable to the Tenant or any other person whomsoever :-Breakdown of Lifts,
  Air-Conditioning, Utilities
  
  6.01
  
  (i)
  
  In respect of any loss of
  profit or of business or loss of life or loss, injury or damage to person or
  property or for any disruption or inconvenience caused to or suffered or
  sustained by the Tenant or any other person caused by or through or in any
  way owing to or arising out of or connected with any defect in or breakdown
  or suspension of service of the lifts air-conditioning system, electric power
  or water supplies, or any other building service provided in or serving the
  Building, orFire and overflow of water
  
  
  
  (ii)
  
  In respect of any loss of
  profit or of business or loss of life or loss injury or damage to person or
  property or for any disruption or inconvenience caused to or suffered or
  sustained by the Tenant or any other person caused by or through or in any
  way owing to or arising out of or connected with any escape of fumes smoke
  fire or any  25 
   other substance or thing
  or the overflow of water from anywhere within the Building, orSecurity
  
  
  
  (iii)
  
  For the security or
  safekeeping of the Premises or any contents therein and in particular but
  without prejudice to the generality of the foregoing the provision by the Landlord
  of watchmen and caretakers or any mechanical or electrical systems of alarm
  of whatever nature shall not create any obligation on the part of the
  Landlord as to the security of the Premises or any contents therein and the
  responsibility for the safety of the Premises and the contents thereof shall
  at all times rest with the Tenant,nor shall the rent
  hereinbefore mentioned or other charges payable hereunder or any part thereof
  abate or cease to be payable on account of any of the foregoing.SECTION
  VIIABATEMENT
  OF RENTSuspension of Rent in case
  of Fire
  
  7.01
  
  
  
  If the Premises or the
  Building or any part thereof shall at any time during the tenancy be
  destroyed or damaged or become inaccessible owing to fire water storm typhoon
  defective construction white ants earthquake subsidence of the ground or any
  calamity beyond the control of the Landlord so as to render the Premises
  unfit for commercial use or inaccessible and the policy or policies of
  insurance effected by the Landlord shall not have been vitiated or payment of
  policy monies refused in whole or in part in consequence of any act or
  default of the Tenant or if at any time during the continuance of this
  Tenancy the Premises or the Building shall be condemned as a dangerous
  structure or a demolition order or closing order shall  26 
   become operative in
  respect of the Premises or the Building then the rent hereby reserved or a
  fair proportion thereof according to the nature and extent of the damage
  sustained or order made shall be suspended until the Premises or the Building
  shall again be rendered accessible and fit for commercial use Provided that
  should the Premises or the Building not have been reinstated in the meantime
  either the Landlord or the Tenant may at any time after six months from the
  occurrence of such damage or destruction or order give to the other of them
  notice in writing to determine this present tenancy and thereupon the same
  and everything herein contained shall cease and be void as from the date of
  the occurrence of such destruction or damage or order or of the Premises
  becoming inaccessible or unfit for commercial use but without prejudice to
  the rights and remedies of either party against the other in respect of any
  antecedent claim or breach of the agreements stipulations terms and
  conditions herein contained or of the Landlord in respect of the rent payable
  hereunder prior to the coming into effect of the suspension.SECTION
  VIIIDEFAULT8.
  
  
  
  It is hereby expressly
  agreed and declared as follows :-Default
  
  8.01
  
  
  
  If the Rent and/or the
  management fee and/or the central chilled water charges and/or any other sums
  payable hereunder or any part thereof shall be in arrear for fifteen (15)
  days after the same shall become payable (whether formally demanded or not)
  or if there shall be any breach or non-performance of any of the stipulations
  conditions or agreements herein contained  27 
   and on the part of the
  Tenant to be observed or performed which the Tenant shall fail to rectify or
  take all necessary steps towards rectification within a period of 15 days of
  being advised in writing of the breach or if the Tenant shall stop or suspend
  payment of its debts or be unable to or admit inability to pay its debts as
  they fall due or enter into any scheme of arrangements with its creditors or
  have any encumbrancer take possession of any of its assets in circumstances
  in which the Landlord shall have reasonable grounds for believing that the
  ability of the Tenant to pay the rentals and other charges hereby reserved
  and to observe and perform its obligations under this Agreement shall have
  been prejudiced or put at risk or have a receiving order made against it or
  in such circumstances as aforesaid fail to satisfy any judgment that may be
  given in any action against it after final appeal or if the Tenant shall
  become bankrupt or being a corporation go into liquidation (save for the
  purposes of amalgamation or reconstruction) or if the Tenant shall suffer any
  execution to be levied upon the Premises or otherwise on the Tenants goods
  or if in such circumstances as aforesaid the Tenant shall suspend or cease or
  threaten to suspend or cease to carry on its business or should any event
  occur or proceedings be taken with respect to the Tenant in any jurisdiction
  to which the Tenant is subject which has an effect equivalent or similar to
  any of the events or circumstances described above then and in any such case
  it shall be lawful for the Landlord at any time thereafter to re-enter on and
  upon the Premises or any part thereof in the name of the whole and thereupon
  this Agreement shall absolutely determine but without prejudice to any right
  or action by the Landlord in respect of any outstanding breach or
  non-observance or non-performance by the Tenant of any of the terms of this
  Agreement.  A written  28 
   notice served by the
  Landlord on the Tenant in manner hereinafter provided to the effect that the
  Landlord thereby exercises the power of determination and/or re-entry
  hereinbefore contained shall be a full and sufficient exercise of such power
  without physical entry on the part of the Landlord notwithstanding any
  statutory or common law provision to the contrary. All costs and expenses
  including any legal costs and fees incurred by the Landlord in demanding
  payment of the rent and other charges aforesaid (if the Landlord elects to
  demand) or the extent of any loss to the Landlord arising out of this Clause
  shall be paid by the Tenant and shall be recoverable from the Tenant as a
  debt or be deductable by the Landlord from any deposit held by the Landlord
  hereunder;Interest
  
  8.02
  
  
  
  Notwithstanding anything
  herein contained in the event of default in payment of rent or other monies
  payable by the Tenant hereunder for a period of 14 days from the date when
  payment is due (whether formally demanded or not) the Tenant shall pay to the
  Landlord on demand daily interest on all such sums outstanding at the rate of
  1.5 % per calendar month calculated from the date on which the same shall be
  due for payment (in accordance with the provisions contained in that behalf herein)
  until the date of payment as liquidated damages and not as penalty provided
  that the demand and/or receipt by the Landlord of interest 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 hereof (including but without
  prejudice to the generality of the foregoing the right of re-entry)
  exercisable under the terms of this Agreement;Acceptance of Rent
  
  8.03
  
  
  
  The acceptance of any rent
  by the Landlord hereunder shall not be deemed to operate as a waiver by the
  Landlord of any right to  29 
   proceed against the Tenant
  in respect of any breach non-observance or non-performance by the Tenant of
  any of the agreements stipulations terms and conditions herein contained and
  on the part of the Tenant to be observed and performed;Acts of Employees Invitees
  & Licensees
  
  8.04
  
  
  
  For the purpose of these
  presents any act default neglect or omission of any guest, visitor, servant,
  contractor, employee, agent, invitee or licensee of the Tenant shall be
  deemed to be act default neglect or omission of the Tenant;Distraint
  
  8.05
  
  
  
  For the purpose of Part
  III of the Landlord and Tenant (Consolidation) Ordinance (Chapter 7) and of
  this Agreement, the Rent payable in respect of the Premises shall be and be
  deemed to be in arrear if not paid in advance at the times and in the manner
  hereinbefore provided for payment thereof.Disconnection of Air-conditioning
  Chilled Water Etc.
  
  8.06
  
  
  
  In addition and without
  prejudice to the Landlords rights under Clauses 8.01 and 8.02 hereof, the
  Landlord shall be entitled, and the Tenant hereby specifically authorises the
  Landlord, in the event of any breach or default by the Tenant of or in the
  performance of any of the terms and conditions of this Agreement, cut off or
  otherwise disconnect the supply of water, electricity and air-conditioning
  chilled water or any of them to the Premises and in the event that the Tenant
  shall have deserted, abandoned or no longer be occupying the Premises or on
  the expiration or sooner determination of the Term to dispose of all objects
  including goods merchandise equipment furniture and fixtures in or at the
  Premises in such manner as the Landlord shall deem fit, and any expenses in
  connection therewith shall be paid by the Tenant and shall be recoverable
  from it as a debt. The Landlord shall incur no liability whatsoever to the
  Tenant in respect of anything done or omitted to be done in  30 
   pursuance or purported
  pursuance of this Clause and the Tenant shall indemnify and keep the Landlord
  fully indemnified against all actions, proceedings, claims, costs and
  expenses in respect of anything done or omitted to be done by the Landlord in
  pursuance or purported pursuance of this Clause.SECTION
  IXDEPOSITDeposit
  
  9.01
  
  
  
  The Tenant shall on the
  signing hereof deposit with the Landlord the sum or sums specified in Part VI
  of the Schedule hereto (being the equivalent of three months rent and
  management fee and central chilled water charges at the rates payable
  therefor at the commencement of the Term) to secure the due observance and
  performance by the Tenant of the agreements stipulations terms and conditions
  herein contained and on the part of the Tenant to be observed and performed
  which said deposit shall be held by the Landlord throughout the currency of
  this Agreement free of any interest to the Tenant with the right for the
  Landlord (without prejudice to any other right or remedy hereunder) to deduct
  therefrom the amount of any Rent rates and other charges payable hereunder
  and any costs expenses loss or damage sustained by the Landlord as the result
  of any non-observance or non-performance by the Tenant of any of the said
  agreements stipulations obligations or conditions. In the event of any
  deduction being made by the Landlord from the said deposit in accordance
  herewith during the currency of this Agreement the Tenant shall forthwith on
  demand by the Landlord make a further deposit equal to the amount so deducted
  and failure by the Tenant so to do shall entitle the Landlord forthwith to
  re-enter upon the  31 
   Premises and to determine
  this Agreement as hereinbefore provided.Increase in Deposit
  
  9.02
  
  
  
  The amount of the deposit
  shall be increased following each and any increase in rent or the management
  fee and central chilled water charges provided for herein to a sum equal to
  three (3) months rent and management fee and central chilled water charges
  at the rates payable therefor at the date or dates of such increase becoming
  effective, and the Tenant shall make payment accordingly and the provisions
  of this Section IX shall apply to such further deposits.Repayment of Deposit
  
  9.03
  
  
  
  Subject as aforesaid the
  said deposit and any further deposits paid shall be refunded to the Tenant by
  the Landlord without interest within a reasonable period of time after the
  expiration or sooner determination of this Agreement and delivery of vacant
  possession to the Landlord and after settlement of the last outstanding claim
  by the Landlord against the Tenant for any arrears of Rent rates and other
  charges and for any breach non-observance or non-performance of any of the
  agreements stipulations terms and conditions herein contained and on the part
  of the Tenant to be observed or performed whichever shall be the later.SECTION
  XREGULATIONSIntroduction of
  Regulations
  
  10.01
  
  
  
  The Landlord shall be
  entitled from time to time and by notice in writing to the Tenant to make
  introduce and subsequently amend adopt or abolish if necessary such
  Regulations as it may consider necessary for the proper operation and
  maintenance of the Building.  32 
   Conflict
  
  10.02
  
  
  
  Such Regulations shall be
  supplementary to the terms and conditions contained in this Agreement and
  shall not in any way derogate from such terms and conditions. In the event of
  conflict between such Regulations and the terms and conditions of this
  Agreement the terms and conditions of this Agreement shall prevail.Exclusion of Liability
  
  10.03
  
  
  
  The Landlord shall not be
  liable for any loss or damage howsoever caused arising from any
  non-enforcement of the Regulations or non-observance thereof by any third
  party.SECTION
  XIINTERPRETATION
  AND MISCELLANEOUSName of Building
  
  11.01
  
  
  
  The Landlord reserves the
  right to name the Building with any such name or style as it in its sole
  discretion may determine and at any time and from time to time to change
  alter substitute or abandon any such name without thereby becoming liable to compensate
  the Tenant for any loss expense or inconvenience caused to the Tenant as a
  consequence thereof provided that the Landlord shall give the Tenant and the
  Postal and other relevant Government Authorities not less than three months
  notice of its intention so to do.Alterations to the
  Building
  
  11.02
  
  
  
  The Landlord reserves the
  right from time to time to improve extend add to or reduce the Building or in
  any manner whatsoever alter or deal with the Building (other than the
  Premises) Provided always that in exercising such right the Landlord will
  endeavour to cause as little inconvenience to the Tenant as is practicable in
  the circumstances and make good any damage caused to the Premises within a
  reasonable period of time.  33 
   Functions & Display
  
  11.03
  
  
  
  Notwithstanding anything
  herein contained or implied to the contrary the Landlord may permit any
  person or organization to hold any functions or exhibition or display any
  merchandise in any part or parts of the common areas of the Building at such
  times and upon such terms and conditions as the Landlord may in its absolute
  discretion think fit.Public Address System
  
  11.04
  
  
  
  Notwithstanding anything
  herein contained or implied to the contrary the Landlord may provide and
  install a public address system throughout the common areas of the Building
  and may play relay or broadcast or permit any other person to play relay or
  broadcast recorded music or public announcements thereon.Condonation Not A Waiver
  
  11.05
  
  
  
  No condoning excusing or
  overlooking by the Landlord of any default breach or non-observance or
  non-performance by the Tenant at any time or times of any of the agreements
  stipulations terms and conditions herein contained shall operate as a waiver
  of the Landlords right hereunder in respect of any continuing or subsequent
  default breach or non-observance or non- performance or so as to defeat or
  affect in any way the rights and remedies of the Landlord hereunder in respect
  of any such continuing or subsequent default or breach and no waiver by the
  Landlord shall be inferred from or implied by anything done or omitted by the
  Landlord, unless expressed in writing and signed by the Landlord. Any consent
  given by the Landlord shall operate as a consent only for the particular
  matter to which it relates and shall in no way be considered as a waiver or
  release of any of the provisions hereof nor shall it be construed as
  dispensing with the necessity of obtaining the specific written consent of
  the Landlord in the future, unless expressly so provided.  34 
   Letting Notices &
  Entry
  
  11.06
  
  
  
  During the three months
  immediately before the expiration or sooner determination of the said Term of
  tenancy the Tenant shall permit all persons having written authority to enter
  and view the Premises and every part thereof at all reasonable times PROVIDED
  FURTHER that the Landlord shall be at liberty to affix and maintain without
  interference upon any external part of the Premises a notice stating that the
  Premises are to be let and such other information in connection therewith as
  the Landlord shall reasonably require during the aforementioned period of 3
  months.Service of Notice
  
  11.07
  
  
  
  Any notice required to be
  served on the Tenant shall be sufficiently served if delivered to or
  despatched by registered post or left at the Premises or at the last known
  address of the Tenant. Any notice required to be served on the Landlord shall
  be sufficiently served if delivered or despatched by registered post to its
  registered office from time to time. 
  A notice sent by registered post shall be deemed to be given at the
  time and date of posting.Gender
  
  11.08
  
  
  
  In this Agreement if the
  context otherwise permits or requires words importing the singular number
  shall include the plural number and vice versa and words importing the
  masculine feminine or neuter gender shall include the other of them and
  references to persons shall include bodies corporate or unincorporate.Marginal Notes, Headings
  & Index
  
  11.09
  
  
  
  The Marginal Notes
  Headings and index are intended for guidance only and do not form part of
  this Agreement nor shall any of the provisions of this Agreement be construed
  or interpreted by reference thereto or in any way affected or limited
  thereby.  35 
   Stamp Duty & Costs
  
  11.10
  
  
  
  The legal costs of and
  incidental to the preparation execution and completion of this Agreement
  shall be borne by the Landlord and the Tenant in the manner stipulated in
  Part VIII of the Schedule hereto.  The
  stamp duty and registration fee (if any) on this Agreement shall be borne by
  the parties hereto in equal shares.Deed of Mutual Covenant
  and Management Agreement
  
  11.11
  
  
  
  The Tenant shall observe
  and comply with and perform all the covenants terms and provisions in the
  Deed of Mutual Covenant or Sub-Deed of Mutual Covenant or Management
  Agreement (if any) relating to the Building so far as they relate to the
  Premises and shall indemnify the Landlord against the breach non-observance
  or non-performance thereof.In the event that under
  any such Deed of Mutual Covenant or Sub-Deed of Mutual Covenant or Management
  Agreement the supply of chilled water and/or the operation and/or the
  management of the Building or the right, power or duty thereto shall be
  controlled by or vested in a manager the Tenant shall pay all
  air-conditioning and service charge and all management and maintenance
  charges relating to the Premises as may be payable under such Deed of Mutual
  Covenant or Sub-Deed of Mutual Covenant or Management Agreement.No Fine
  
  11.12
  
  
  
  The Tenant acknowledges
  that no fine premium key money construction money or other consideration has
  been paid or will be payable by the Tenant to the Landlord for the grant of
  this tenancy.Exclusion of Warranties
  
  11.13
  
  
  
  This Agreement sets out
  the full the agreement reached between the parties and no other representations
  have been made or warranties given relating to the Building or the Premises.  36 
   Joint & Several
  Liability
  
  11.14
  
  
  
  Where more than one person
  is included in the expression the Tenant all such persons shall be jointly
  and severally liable for the performance and observance of the terms,
  conditions and agreements contained herein and on the part of the Tenant to
  be performed and observed.Special Conditions
  
  11.15
  
  
  
  The parties hereto further
  agree that they shall respectively be bound by and entitled to the benefit of
  the Special Conditions set out in Part IX of the Schedule hereto.AS WITNESS the hands of
  the parties hereto the day and year first above written.  37 
   THE
SCHEDULE ABOVE REFERRED TO  PART
I  The Landlord
  
  :
  
  JUGADA COMPANY LIMITED
  whose registered office is situate at 45th Floor, Sun Hung Kai Centre, 30
  Harbour Road, Hong Kong.The Tenant
  
  :
  
  VALENCE SEMICONDUCTOR
  DESIGN LIMITED [ILLEGIBLE] whose registered office is situate at Unit 213-5
  & 3, 2nd Floor, Tech Centre, 72 Tat Chee Avenue, Kowloon Tong, Hong Kong.  PART II  The Premises  All Those WORKSHOP
NO(S).01-10 on the NINETEENTH FLOOR of APEC PLAZA, No.49 Hoi Yuen Road, Kwun
Tong, Kowloon erected on All That piece or parcel of land registered in the
Land Registry as Kwun Tong Inland Lot No.731 which said Workshop is for the
purpose of identification only more particularly shown on the plan attached hereto
and thereon delineated and coloured Pink.  PART III  The Term  A
term of Three (3) years commencing on the 16th day of November 2003 and
expiring on the 15th day of November 2006.  PART IV  The Calendar Monthly Rent  HONG KONG DOLLARS SIXTY FOUR
THOUSAND FOUR HUNDRED AND SIXTY SEVEN ONLY (HK$64,467.00) payable in advance on
the first day of each and every calendar month clear of all deductions
exclusive of rates, management fee and central chilled water charges.  38 
   PART V  The Management Fee and the
Central Chilled Water Charges  HONG KONG DOLLARS THIRTY
THOUSAND TWO HUNDRED AND FORTY NINE AND CENTS NINETY ONLY (HK$30,249.90) per
calendar month, payable monthly in advance on the first day of each and every
calendar month.  PART VI  The Deposit  HONG KONG DOLLARS TWO
HUNDRED EIGHTY FOUR THOUSAND ONE HUNDRED FIFTY AND CENTS SEVENTY ONLY
(HK$284,150.70) being the equivalent of three (3) calendar months rent,
management fee and central chilled water charges.  PART VII  User  Restricted to use for
industrial use under the trading name of Valence Semiconductor Design Limited
provided that the Tenant shall obtain all necessary licences and approval
required by any Government Authority in connection with such use and provided
that the Landlord does not warrant that the Premises are fit to be used for
such purpose or any particular purpose.  PART VIII  Legal Costs  The legal costs of and
incidental to the preparation execution and completion of this Agreement shall
be borne by the Landlord and the Tenant in equal shares.  39 
   PART IX Special Conditions  1.             Rent
free period  Notwithstanding anything to
the contrary contained in this Agreement, the Tenant shall be entitled to
occupy the Premises for the following periods free of rent provided that during
the said rent free period the Tenant shall pay all rates, management fee and
central chilled water charges and other outgoings payable in respect of the
Premises :-  (i)            from 16th November 2003 to 15th January 2004 (both dates
inclusive),  (ii)           from 16th November 2004 to 15th January 2005 (both dates
inclusive) and  (iii)          from 16th November 
2005 to 15th December 2005 (both dates inclusive).  2.Notwithstanding anything hereinbefore
contained, it is hereby agreed that the deposit in the sum of HK$284,150.70
required to be paid by the Tenant to the Landlord pursuant to Clause 9.01 of
Section IX and Part IV of the Schedule of this Agreement shall be transferred
from a portion of the existing deposit held by the Landlord from the Tenant
under a Tenancy Agreement of the Premises dated the 18th day of June 2002 (the
existing Tenancy Agreement) on the commencement of the term hereby created,
provided always that if for any reason the existing deposit is insufficient to
cover the deposit payable as aforesaid, the shortfall shall be paid by the
Tenant to the Landlord on or before such commencement.  Any surplus of the existing deposit shall be
credited to the Tenants rental account.  3.The Landlord reserves its right of free and
uninterrupted passage egress from and ingress to the common services of the
Building in or under above or through the Premises. In particular, but without
affecting the generality of the aforesaid, the Landlord shall have the right to
install, affix, erect or permit to be installed, affixed or erected any aerial,
transmitter or other telecommunication cable wiring or equipment on or above
the false ceiling or otherwise over or under the Premises and the Tenant shall
permit the Landlord or its authorized agent or contractor to enter the Premises
to install affix erect maintain or repair such aerial transmitter cable wiring
or equipment at all reasonable time upon prior appointment and shall not
remove, alter or otherwise cause damage to such aerial transmitter cable wiring
or equipment at the Premises and shall indemnify the Landlord against all
claims demands actions proceeding loss or damages costs and expenses arising
from the breach of this provision by the Tenant.  40 
   SIGNED by
  Wong
  Chin Wah
  )))
  For
  and on behalf of)
  JUGADA COMPANY LIMITEDfor
  and on behalf of Jugada Company
  ))
  /s/Wong
  Chin WahLimited
  whose signature is verified by:-
  )
  Authorised Signature(s)   /s/ Majestic Sin YeungMajestic Sin YeungJohnson Stokes & Master
  Solicitor, Hong Kong SAR   SIGNED by
  CHOI
  Yat Ming
  ))
  For
  and on behalf of)
  VALENCE
  SEMICONDUCTOR DESIGN LIMITED))for
  and on behalf of the Tenant in the
  )
  /s/CHOI
  Yat Ming)
  Authorised Signature(s)presence
  of:-
  )/s/
  CHAM Tze Kwong ReivlinCHAM
  Tze Kwong ReivlinHKID
  No. E849223(2)  41 
   RECEIVED
  on or before the day and year first above
  ))written
  of and from the Tenant the above mentioned
  ))deposit
  of HONG KONG DOLLARS TWO
  )
  
  HK$284,150,70)HUNDRED EIGHTY FOUR THOUSAND ONE
  ))
  For
  and on behalf ofHUNDRED AND FIFTY AND CENTS SEVENTY
  )
  JUGADA
  COMPANY LIMITED)ONLY (the whole sum of which having been
  )
  /s/Wong
  Chin Wah)
  Authorised Signature(s)transferred from the previous tenancy agreement as
  ))aforesaid upon surrender of the previous tenancy
  ))agreement).
  )Signature
  verified by :-   /s/ Majestic Sin YeungMajestic Sin YeungJohnson Stokes & Master
  Solicitor, Hong Kong SAR  42 
   APEC PLAZA    [SEAL]
  19th Floor Plan(For Identification Only)