Unassociated Document


    
       

      EXHIBIT
        10.4

      


      TENANCY
        AGREEMENT

      Landlord
        (Party A): Lai Man Yuk

      Address: 

      Postal.
        code: 

      Business/Identity
        Card No.:  P 4626 44 (7)

      Agent: 

      Address: 

      Postal
        code: 

      


      Tenant
        (Party B):  Expert Network (Shenzhen) Company, Limited
        Address: 

      Postal
        code: 

      Business/Identity
        Card No.: 307181 Agent: 

      Address: 

      Postal
        code: 

      


      This
        Tenancy Agreement is made pursuant to the Contract Law of the PRC, City real
        Estate’ Management Law of the PRC, The Shenzhen Special Economic Zone Tenancy
        Ordinance and the rules of their enforcement and upon the negotiation between
        the parties.

      


      Clause
        1


      Party
        A
        agrees to rent to Party B, and Party B agrees to rent from Party A the premises
        located at 31St F Development
        Center Building Renminnan Road, Shenzhen City,
        (hereinafter called “the premises”). The total area of the premises is
1763.02m2
        and has
        in total 38
        floors.

      


      Owner
        of
        right to rent out the premise: Lai Man Yuk; Owner of Land Interest Licensee
        or
        other valid title document and number: 2000
        193471;
        the
        purpose of uses of the premises: Office.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Clause
        2


      The
        rental payment of the premises is calculated as ¥
        52
        (RMB
        Fifty Two Dollars) per square meter per month, and the total monthly rental
        payments is ¥91,677.00
        (RMB
        Ninety one thousand six hundred and seventy seven).

      


      Clause
        3

      Party
        B
        shall pay to Party A the sum of ¥91,677.00
        (RMB
        Ninety one thousand six hundred and seventy seven) as the first month’s rental
        payment on or before January 1, 2005.

      


      Clause
        4

      Party
        B
        shall in:

      


      
        	 	x	
                Each
                  month 5 days in advance 

              


      

      
        	 	o	
                Each
                  quarter ___ month ___ day advance 

              


      

      
        	 	o	
                Half-Yearly
                  ___ month ___ day advance 

              


      

      
        	 	o	
                Annual
                  ___ month ___ day advance 

              


      

      


      make
        the
        rental payment to Party A. When Party A receive the rental payment, he shall
        give a valid receipt for tax to Party B.

      


      (Both
        parties shall choice one of the four payment methods mentioned above, and
        make a x in
        the
o.)

      


      Clause
        5


      The
        period of Party B’s lease shall start from January 1, 2005 until December 31,
        2005.

      


      The
        above
        mentioned period of lease shall not exceed the authorized land use period,
        otherwise the period of lease exceeded such limitation shall be invalidated.
        Any
        losses caused by this shall be indemnified as agreed between the parties
        if such
        an agreement exists, otherwise shall be responsible by Party A.

      


      Clause
        6


      Party
        A
        shall rent out the premises in compliance with its legally authorized
        use.

      


      Party
        B
        shall use the premises in compliance with its legally authorized use and
        shall
        not change it use without authorization.

      


      In
        the
        event that Party B needs to change the legally authorized use of the premises,
        it shall seek the written approval from Party A and make application to the
        government lands supervision department in accordance with the relevant laws
        and
        regulations to alter the use of the premises

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Clause
        7


      Party
        A
        shall allow Party B to enter into she premises before January 1, 2004 and
        shall
        complete the relevant formality.

      


      In
        the
        event that Party A cannot make the premises available for entry by the said
        date, then Party B shall be entitled to request for an extension of the term
        of
        this tenancy agreement.

      


      Both
        parties shall sign written confirm for such an extension and register the
        same
        with the registry of the agreement.

      


      Clause
        8


      When
        the
        premises is delivered, both parties shall examine the premises, all the attached
        facilities and their present conditions and record the same in the supplemental
        list.

      


      Clause
        9


      When
        Party A deliver the premises to Party B, Party B shall pay a security deposit
        to
        Party A in a sum equals to three months of the monthly rental, i.e.
¥275,000.00
        (RMB Two
        hundred and seventy five thousand Only).

      


      Party
        A
        shall issue receipt to Party B when receiving the security deposit.

      


      The
        conditions of returning the security deposit to Party B:

      


      
        
          	 	
                  1.

                	
                  When
                    the lease expires, Party B shall have fully paid all the rent
                    and other
                    expenses, also committed no breach of this tenancy
                    agreement.

                


        

        
          	 	2.	_______________________________________________________________


        

        
          	 	3.	_______________________________________________________________ 


        


      
         

        
          	 	o	
                  Satisfy
                    one of the conditions 

                


        

      

      
        	 	o	
                Satisfy
                  all the conditions

              


      

      


      (One
        of
        the two ways shall be selected by both parties and make a x in
        the oof
        the
        chosen one)

      


      If
        any
        one of the following situations occurs, Party A shall be entitled not to
        return
        the security deposit::

       

      
        
          
            	 	
                    1.

                  	
                    If
                      Party B breaches this tenancy agreement before its expiry date   

                  


          

          
            	 	2.	_______________________________________________________________


          

          
            	 	3.	_______________________________________________________________ 


          


        
        

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Clause
        10


      During
        the rental period, Party A shall pay the fees for using the land and tax
        arising
        from the rental of the premise ¥/___.
        Party B shall pay the management fee, water and electricity charges, cleaning
        expenses, telephone charges, maintenance expenses and other
        charges.

      


      Clause
        11


      Party
        A
        shall guarantee that the premises and the attached facilities are fit for
        the
        purpose of renting and that their conditions are in compliance with the relevant
        safety rules and regulations. 

      


      In
        the
        event that the deliberate act or error of Party A caused personal injury
        and
        -property loss to Party B during the period of lease, Party B shall be entitled
        to claim compensation against Party A for all losses incurred.

      


      Clause
        12

      Party
        B
        shall reasonably use the premises and the attached facilities and shall not
        use
        the premises for illegal purpose. Party A shall not interfere with Party
        B’s
        normal and reasonable use of the premises. 

      


      Clause
        13

      During
        the period of lease, if the premises and the attached facilities are damaged,
        causing safety problem and affecting the normal usage of them without the
        fault
        of Party B, then Party B shall report to Party A immediately in order to
        prevent
        -expansion of the damage. Within one day after receiving Party B’s notice, Party
        A shall carry out the repairing work or appoint Party B to carry out the
        repairing work on its behalf. In the event that Party B is unable to notify
        Party A, or Party A fails to carry out the repairing work within the aforesaid
        time limit, Party B shall be entitled to carry out such repairing work after
        filing the case with the registry of the agreement. 

      


      In
        case
        of emergency when repairing work shall be carried out immediately, Party
        B shall
        first carry out the repairing work on behalf of Party A and then notify Party
        A
        about the situation immediately.

      


      The
        expenses arising from the above mentioned conditions (including the expenses
        paid by Party B in order to repair the damages on behalf of Party A and to
        prevent the expansion of the damages) shall be borne by Party A. In the event
        that Party B fails to fulfill the above two duties, by notifying Party A
        or
        carrying out the appropriate work causing the damages to be expanded, Party
        B
        shall be liable to pay the repairing expenses to such expanded portion of
        the
        damages. 

      


      Clause
        14


      If
        the
        premises and the attached facilities are damaged, causing safety problem
        and
        affecting the normal usage of them by the improper and unreasonable use of
        Party
        B, Party B shall immediately notify Party A and be responsible for the costs
        of
        repair and compensation for damages. In the event that Party B refuse to
        repair
        or compensate the damages, Party A shall first file the case with the registry
        of the agreement, then carry out the repairing work and the expenses shall
        be
        responsible by Party B. 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Clause
        15

      During
        the term of this tenancy agreement, in the event that either Party A or Party
        B
        intends to carry out modification, expansion or renovation, separate agreements
        shall be signed between them.

      


      If
        any of
        the above mentioned works have to be approved by the government departments,
        then the works shall only be carried out after they have been approved.


      


      Clause
        16


      
        	 	o	
                During
                  the period of lease, Party B shall be entitled to sublets in whole
                  or in
                  part the premises to other third party and the registration formalities
                  shall be done with the lands supervision department, but the term
                  of the
                  sub-lease shall not be longer than the terms of this tenancy agreement.
                  

              


      

      
        	 	o	
                Party
                  B shall not sublet in whole or in part this premises to other third
                  party.

              


      

      


      However,
        during the period of lease, upon the written consent of Party A, Party B
        shall
        be entitled to complete the registration formalities by presenting such a
        written consent to the lands supervision department, but the term of the
        sub-lease shall not be longer than the terms of this tenancy agreement.


      


      
        	 	x	
                During
                  the period of lease, Party B shall not sub-let the premises, neither
                  in
                  whole nor in part, to other third party.


              


      

      


      (Both
        parties shall select one of the three items and make a x in
        the q
        of the selected one). 

      


      Clause
        17


      If
        Party
        A assigns the premises in whole or in part during the term of this tenancy
        agreement, Party A shall give one month written notice in advance to Party
        B.
        Party B shall have the preemption right to purchase the premises under the
        equal
        condition. 

      


      Party
        A
        shall have the responsibility to inform the purchaser of the premises to
        continue the obligation under this tenancy agreement when Party A executes
        an
        assignment of title with such purchaser. 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Clause
        18

      


      If
        any,
        of the following situations occur during the term of this tenancy agreement,
        then this tenancy agreement shall be terminated or altered:

      


      
        	 	
                1.

              	
                Force
                  majeure occurs causing this tenancy agreement to be
                  unenforceable;

              


      

      
        	 	
                2.

              	
                The
                  government takes over the premises for use, purchases, regains
                  possession
                  of or demolishes the premises

              


      

      
        	 	
                3.

              	
                Party
                  A and Party B agree to do so unanimously


              


      

      


      Clause
        19


      


      If
        any of
        the following situations occur which cause damages to Party A, he shall be
        entitled to:

      


      
        	 	x	
                Request
                  compensation from Party B to compensate the damages
                  

              


      

      
        	 	o	
                Keep
                  the security deposit without returning to Party B
                  

              


      

      
        	 	o	
                Request
                  Party B to pay a penalty in an amount of ¥
                  -- (RMB -- )

              


      

      


      (Both
        parties shall select one from the above three items and adds x a to
        the
        selected one )

      


      
        	 	
                1.

              	
                Payment
                  of rent by Party B is in arrear for 15 days (half month) or more
                  beyond
                  the due and payable date. 

              


      

      
        	 	
                2.

              	
                Party
                  B does not make payment for payable items which may cause losses
                  to Party
                  A up to amount to of Y_____ or above.


              


      

      
        	 	
                3.

              	
                Party
                  B carries on illegal activity in the premises which harms public
                  interest
                  or other people’s benefit. 

              


      

      
        	 	
                4.

              	
                Party
                  B alters the structure or the legally authorized use of the premises
                  without authorization. 

              


      

      
        	 	
                5.

              	
                Party
                  B violates Clause 14 of this tenancy agreement by failure in undertaking
                  the repairing responsibility or not paying the maintenance costs,
                  which
                  causes damages to the premises and the
                  equipments.

              


      

      
        	 	
                6.

              	
                Without
                  the consent of Party A and the relevant government department,
                  Party B
                  carries our renovation to the premises.


              


      

      
        	 	
                7.

              	
                Party
                  B sublets the premises to third party without authorization
                  

              


      

      


      If
        any of
        the above mentioned situations occur, besides claiming compensation from
        Party B
        for breach of this tenancy agreement and damages, Party A shall be entitled
        to
        terminate this tenancy agreement or alter any terms therein. 

      


      Clause
        20


      If
        any of
        the following situations occur which cause damages to Party B, it shall be
        entitled to:

      


      
        	 	x	
                Request
                  compensation from Party A 

              


      

      
        	 	o	
                Request
                  Party A to return the security deposit it paid in double amount
                  

              


      

      
        	 	o	
                Request
                  Party A to pay a penalty in an amount of ¥
                  ___ (RMB ___)

              


      

      


      (Both
        parties shall select one from the above three items and add an x to
        the
        selected one)

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	 	
                1

              	
                Party
                  A delays in delivery of the premises for 15 days (half month) or
                  more.
                  

              


      

      
        	 	
                2

              	
                Party
                  A violates Clause 13 (1) of this tenancy agreement causing Party
                  B to be
                  unable to use the premises. 

              


      

      
        	 	
                3

              	
                Party
                  A violates Clause 13 of this tenancy agreement by failure in undertaking
                  the repairing responsibility or paying the maintenance costs.
                  

              


      

      
        	 	
                4

              	
                Without
                  the consent of Party B and the relevant government department,
                  Party B
                  carries our renovation to the premises.


              


      

      


      If
        any of
        the above mentioned situations occur, besides claiming compensation from
        Party A
        for breach of this tenancy agreement and damages, Party B shall be entitled
        to
        terminate this tenancy agreement (after receiving the compensation Party
        B shall
        inform Party A by written notice and delivery possession of the premises
        to
        Party A) or to request alteration of any terms therein. 

      


      Party
        B
        shall not be responsible to make rental payment for the period from Party
        A has
        received written notice from Party B up to the time Party B receives the
        compensation.

      


      Clause
        21


      After
        this tenancy agreement is terminated, Party B shall move out from the premises
        and deliver possession of the premises within 10 days, and guarantee that
        all
        attached facilities are in good condition (except normal wear and tear),
        and pay
        all the items that are Party B’s responsibilities as well as complete all
        relevant formalities for re-assignment of the premises. 

      


      If
        Party
        B fails to move out from the premises or deliver possession of the premises
        within the above mentioned time limit, then Party A shall be entitled to
        charge
        double rental payment for the overdue days. 

      


      Clause
        22

      If
        Party
        B intends to renew this tenancy agreement after its expiry date, Party B
        shall
        give one month written notice in advance to request for renewal. Under similar
        terms of tenancy agreement, Party B shall have the preemptive right to rent
        the
        premises. 

      


      Clause
        23


      Party
        B
        and Party A must observe each and every provision of this tenancy agreement.
        

      


      If
        any
        party breaches any provisions of this tenancy agreement, it shall undertake
        the
        responsibility for breach of contract. 

      


      Clause
        24


      If
        there
        is any issue that is not considered in this tenancy agreement, both parties
        shall make supplemental agreement and attach the same to this tenancy agreement
        as appendix. The content of this supplemental agreement shall be regarded
        as
        part of this tenancy agreement and shall have the same legal effect as this
        tenancy agreement after the execution by both parties. 

      


      During
        the period of lease if any alteration to the terms of this tenancy agreement
        has
        been agreed by both parties, such alteration shall be registered with the
        registry of agreements. The altered agreement shall have the same legal effect
        as this tenancy agreement after registration.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      Clause
        25


      Any
        dispute between the parties shall be resolved by consultation with each other.
        If such consultation cannot resolve the dispute, both parties shall be able
        to
        request the registry of the agreements to conduct mediation. If the mediation
        still cannot resolve the dispute, then both parties shall be able to
        approach:

      


      
        	 	x	
                The
                  Shenzhen arbitration committee to apply for an arbitration
                  

              


      

      
        	 	o	
                The
                  Chinese international economy trade arbitration committee Shenzhen
                  branch
                  to apply for an arbitration 

              


      

      
        	 	o	
                The
                  people’s court and file a lawsuit

              


      

      
(Both
        parties shall select one of the above three items and adds on x to
        the
        selected one)

      


      Clause
        26


      This
        tenancy agreement shall be effective from the signing date. 

      


      After
        Party A and Party B signs this tenancy agreement, they shall register the
        same
        with the registry within 10 days. 

      


      Clause
        27


      The
        Chinese version of this tenancy agreement shall take prevalence. 

      


      Clause
        28


      This
        tenancy agreement has four copies with Party A holds one copy, Party B holds
        one
        copy, The registry for agreement holds one copy and the relevant governmental
        department holds one copy.

      


      Party
        A
        (Signature):  Lai
        Man Yuk (signed)

      Legal
        representative: 

      Contact
        telephone no.: 

      Bank
        Account No. .: 

      Agent
        (Signature): 

      Date:
        January 1, 2005 

      


      Party
        B
        (Signature): (sealed)

      Legal
        representative: 

      Contact
        telephone no.: 

      Bank
        Account No.: 

      Agent
        (Signature): 

      Date:
        January 1, 2005

       

      
        
          
          

        

        
          8