exv10w6w28






Exhibit 10.6.28




Dated the 14th day of December 2007




GILROY COMPANY LIMITED




and




MARKETSHARE LIMITED




********************************************




TENANCY AGREEMENT




of



All That UNIT NO. 1802 on the 18TH FLOOR of

CAUSEWAY BAY PLAZA 2, No. 463-483 Lockhart

Road, Hong Kong




********************************************



VINCENT T.K. CHEUNG, YAP & CO.

Solicitors & Notaries

15th Floor, Alexandra House,

No. 18 Chater Road, Hong Kong,




(Ref. VC/NY/07002836)

[NY/TA/Causeway Bay Plaza 2/072836 (Unit 1802)(Offices)]




			
	CWB-TA(8/8/2001)(office)
	 	LS-CSB.ta






 









 




AN AGREEMENT made this 14th day of December Two thousand and seven




	 	 	 
	 

	 	BETWEEN the company detailed as the Landlord in Part I of the First Schedule
hereto (hereinafter called “the Landlord” which expression shall where the
context admits include its successors and assigns) of the one part and the
person firm or company detailed as the Tenant in Part I of the First
Schedule hereto (hereinafter called “the Tenant”) of the other part.
	 
	 	 
	 

	 	WHEREBY IT IS AGREED as follows:






	 	 	 	 	 	 	 
	Premises

	 	 	(1)	 	 	The Landlord shall let and the Tenant shall take ALL THOSE premises (hereinafter
referred to as “the said premises”) forming part of all that building (hereinafter referred to
as “the said Building”) which said premises and Building are more particularly described and
set out in Part II of the First Schedule hereto TOGETHER with the use in common with the
Landlord and all others having the like right of all entrances, staircases, landings,
corridors, passages and lavatories and all the lifts, escalators and central air-conditioning
services in the said Building (if and whenever the same shall be operating) in so far as the
same are necessary for the proper use and enjoyment of the said premises and except in so far
as the Landlord may from time to time restrict such use for the term set out in Part III of
the First Schedule hereto (hereinafter referred to as “the said term”) Yielding and Paying
therefore throughout the said term the rent and other charges as are from time to time payable
in accordance with the provisions set out in Part I, Part II and Part III of the Second
Schedule hereto.
	 
	 	 	 	 	 	 
	 

	 	 	(2)	 	 	The Tenant to the intent that the obligations
hereunder shall continue throughout the said term hereby agrees with
the Landlord as follows:
	 
	 	 	 	 	 	 
	Rent

	 	 	2.01	 	 	To pay the rent on the days and in the manner set out in Part I of the Second Schedule hereto by
auto-pay into a bank account designated by the Landlord or by other means as the Landlord may from
time to time direct.
	 
	 	 	 	 	 	 
	Air-conditioning
charges and
management fees

	 	 	2.02	 	 	To pay the air-conditioning and management charges on the days and
in the manner set out in Part II of the Second Schedule hereto by auto-
pay into a bank account designated by the Landlord or by other means as the Landlord may from time
to time direct Provided that the Landlord shall be entitled at any time and from time to time during
the said term to serve a notice upon the Tenant increasing the air-conditioning and management
charges by an amount or amounts which the Landlord shall deem appropriate and thereafter such
increased charges shall be payable in lieu of the charges provided for in Part II of the Second
Schedule.
	 
	 	 	 	 	 	 
	Rates and
Government Rent

	 	 	2.03	 	 	To pay and discharge all rates, government rent, taxes, assessments,
charges, duties, impositions, and outgoings whatsoever now or hereafter to be levied or imposed upon
the said premises or upon the owner or occupier thereof by the Government of the Hong Kong Special
Administrative Region (“the Hong Kong Government”) or other lawful authorities (Property Tax only
excepted). Without prejudice to the






 









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	generality of this Clause the Tenant shall pay all rates and
government rent imposed on the said premises in manner set out in
Part III of the Second Schedule hereto in the first place to the
Landlord who shall settle the same with the Hong Kong Government and
in the event of the said premises not having been assessed to rates
or government rent by the Hong Kong Government the Tenant shall pay
to the Landlord such sums as shall be required by the Landlord as a
deposit by way of security for the due payment of rates and
government rent subject to adjustment on the actual assessment of
rates and/or government rent being received from the Hong Kong
Government.
	 
	 	 
	Utility charges
and Deposits

	 	 	2.04	 	 	To pay and discharge all deposits and charges in respect of water
electricity telephone and other utilities as may be shown by or operated from the Tenant’s own
metered supply or by accounts rendered to the Tenant in respect of all such utilities consumed on
or in the said premises.
	 
	 	 
	Interior Fitting
Out

	 	 	2.05.01	 	 	To fit out the interior of the said premises in accordance with the plans
drawings and specifications as shall have been first submitted to and approved by the Landlord or
(if required) the manager of the said Building (“the Manager”) in writing in good proper and
workmanlike manner using good quality materials and in all respects in a style and manner
appropriate to a first class office building/shopping centre. Without limitation to the
generality of the foregoing, the Tenant shall at its own expense:







	 	 (i)	construct furnish or install
within the said premises the following items:






	 	(a)	a ceiling of non-combustible material;
	 
	 	(b)	such fire
extinguishers or other fire-fighting equipment as may be
required from time to time by the laws of the Hong Kong
Special Administrative Region (hereinafter referred to
as “Hong Kong”) including the provision of sprinkler
heads and/or smoke detectors;
	 
	 	(c)	vertical window
blinds, tracks and fittings;
	 
	 	(d)	floor tiles and
floor finishes (PVC tiles shall not be used unless
approved by the Landlord);
	 
	 	(e)	all utilities
such as gas and telephone as well as other requirements
of the Tenant together with such meters as are necessary
to measure the Tenant’s consumption thereof;
	 
	 	(f)	all lighting
fixtures including lamps, switches and wiring;






	 	 (ii)	paint and decorate the interior
of the said premises;
	 
	 	 (iii)	complete all electrical and
mechanical installations (including heating, ventilation,
air-conditioning, plumbing, drainage and fire services and
wiring from the said premises to the meter room and connection
of the ventilation and air-conditioning system




2









 






	 	 	 	and the fire services installed in the said premises to the
Landlord’s main system including the installation of fan coil
units and sprinkler heads distribution thereto).





	 	 	 	 	 	 	 
	Tenant’s Plans

	 	 	2.05.02  	(i)	 	Prior to the commencement of the fitting out work referred to in Clause
2.05.01 above (“the Fitting Out Work”) the Tenant shall at its own costs and expense prepare
and submit to the Landlord for approval plans, drawings and specifications in such details as
the Landlord may require in respect of the Fitting Out Work (“the Tenant’s Plans”) which shall
include, without limitation, the following:







	 	(a)	 	5 sets of ceiling
plan showing partition that penetrate into the ceiling
void and details of works inside the ceiling void, exact
location of light fittings and thermostat control units
and proposed relocation, proposed modification to main
ceiling trunking system together with schedule on
voltage, type, wattage and quantity;
	 
	 	(b)	 	5 sets of floor
plan showing details of partitions, area of raised
flooring and location of heavy equipment;
	 
	 	(c)	 	5 sets of
electrical layout plan for all case work including the
location of all sockets, switches, fuse box and
telephone points;
	 
	 	(d)	 	5 sets of
elevation plan showing design of shopfront/showcase or
if an office, its main entrance with details of electric
outlets;
	 
	 	(e)	 	5 sets of fire
services layout plan showing location of existing
sprinkler heads and any proposed relocation or addition,
location and arrangement of smoke detective system and
BTM system if any;
	 
	 	(f)	 	5 sets of
air-conditioning layout plan showing changes to existing
installations, location of thermostats and access panels
with schedule of fan coils units and tee-off valves etc;






	 	(iv)	 	The Tenant’s Plans shall be
submitted to the Landlord for approval in any event within 14
days of the signing of this Agreement. The Landlord may accept
reject or modify the Tenant’s Plans or any part thereof and
shall notify the Tenant of the same within 14 days after
submission of such plans by the Tenant. For the avoidance of
doubt, it is hereby expressly agreed that rent shall be payable
from the expiry of the rent-free period set out in Part I of the
Second Schedule notwithstanding that the Tenant’s plans have not
yet been submitted to, or have not yet been approved by the
Landlord.




3









 






	 	(v)	 	The Tenant shall commence the
Fitting Out Work within 30 days of the notice from the Landlord
accepting or modifying the Tenant’s Plans (as the case may be)
which work shall be completed within the time specified by the
Landlord in the said notice.
	 
	 	(vi)	 	All mechanical and electrical
engineering work relating to the said premises and all
decoration work within the said premises shall be carried out
and performed by contractors or sub-contractors approved by the
Landlord and all other works and arrangements related to the
said premises including but not confined to plumbing and
fire-fighting installation shall be carried out by contractors
or sub-contractors nominated by the Landlord all at the Tenant’s
costs and expense and at such time and hour as may be specified
by the Landlord.





	 	 	 	 	 	 	 
	Vetting Fee

	 	 	2.05.03	 	 	The Tenant shall pay to the Landlord a vetting fee in the sum as set out in Part IV
of the Second Schedule hereto in respect of the costs charged by the Landlord’s
consultant for approving the Tenant’s Plans and any modifications or amendments
thereto and for supervising the Fitting Out Work.
	 
	 	 	 	 	 	 
	Inspection by
Landlord

	 	 	2.05.04  	(i)	 	The Fitting Out Work shall be subject to the inspection and
supervision of the Landlord, the Landlord’s Architect and the Landlord’s General
Contractor from time to time during the period in which the said work is being
performed.
	 
	 	 	 	 	 	 
	Reimbursement to
Landlord

	 	(ii)
	 	The Landlord shall have the right to perform on behalf of and for
the account of the Tenant any of the Fitting Out Work which the Landlord determines
shall be so performed. Such work shall be limited to work caused by the Tenant’s
fault, and work which pertains to structural components, the general utility systems
for the said Building and the erection of temporary safety barricades and temporary
signs during construction.
	 
	 	 	 	 	 	 
	Sundry expenses
during 

fitting out
period

	 	 	2.05.05   	(i)	 	The Tenant shall pay to the Landlord such charges in respect of
the supply of temporary electricity to the said premises as the
Landlord may decide together with the installation costs for such supply and other
sundry expenses incurred by the Landlord by reason of the Tenant’s Fitting Out Work
being carried out on the said premises and the Landlord may deduct such sums from the
deposits mentioned in Clause 2.05.05(ii) below.
	 
	 	 	 	 
	 

	 	(ii)
	 	The Tenant shall at the signing
of this Agreement deposit with the Landlord (a) a sum as set out
in Part V of the Second Schedule hereto to secure the due
performance and observance of the Tenant’s obligations under
this Clause 2.05 and (b) a further sum as set out in Part VI of
the Second Schedule hereto to defray the aforesaid sundry
expenses and temporary electricity charges which sums shall,
subject to any deduction that the






4









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Landlord is entitled to make under this Agreement, be
refunded to the Tenant without interest within 30 working
days after the completion of the Fitting Out Work.






	 	 	 	 	 	 	 
	Statutes, Codes &
Ordinance

	 	 	2.06	 	The Tenant shall have the sole responsibility to comply with all
applicable statutes, codes, ordinances and regulations for all works performed by or on behalf of
the Tenant within the said premises and approval by the Landlord or the Landlord’s agent of plans,
specifications, calculations or otherwise of any works shall not constitute any implication,
representation or certification by the Landlord that such works are in compliance with any
statutes, codes, ordinances or regulations.
	 
	 	 	 	 	 	 
	Contractors’
Insurance

	 	 	2.07	 	The Tenant shall procure that any contractors engaged by the Tenant to
carry out any works relating to the said premises effect third party liability insurance in such
sum as the Landlord may require and that the relevant insurance policy be produced to the Landlord
as and when so required by the Landlord. The Landlord will not otherwise permit any works to be
carried out by such contractors.
	 
	 	 	 	 	 	 
	Telephone System

	 	 	2.08	 	To install at the Tenant’s own expense empty conduits for telephone service to the said premises.
Telephone service to the said premises shall only be installed by PCCW-HKT Limited or other
licensed telephone company and the Tenant shall pay to the Landlord the expenses incurred in the
installation of telephone jacks and conduits to the said premises.
	 
	 	 	 	 	 	 
	Pass for Services

	 	 	2.09	 	To permit permanent utility lines including but not limited to drains, gas and water pipes and
electricity and other wires to pass through the said premises to service other premises and areas
in the said Building and to permit the Landlord and all persons authorised by it to enter the said
premises to carry out any works repairs or maintenance which require to be done.
	 
	 	 	 	 	 	 
	Design Loads
  	 	 	2.10	 	(i)	Loading imposed by any of the Tenant’s work on a temporary
or permanent basis shall not exceed the designed live
load.
 







	 
	 	(ii)	 	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 shall stand
on supports of such dimensions and materials to distribute the
weight as the Landlord may deem necessary.
	 
	 	(iii)	 	Except for suspended ceilings
and duct work, the Tenant shall not support any equipment,
partitions or other work on or from the Landlord’s walls,
structure or roof deck without the Landlord’s prior approval in
writing.





	 	 	 	 	 
	Floor Load

	 	(iv)
	 	The Tenant shall not put or permit to be put any equipment, goods, stocks or things
whatsoever on the said premises the load of which exceeds the designed live load of the
premises under the Building Ordinance.






5









 






	 	 	 	 	 
	Installation &
Alteration

	 	2.11 (i)  
	 	Not without prior written consent of the Landlord to make or
permit any alteration or addition to the said premises or any part thereof either internally
or externally or to any fixtures or fittings or electrical wiring or electrical mechanical
or ventilation and air-conditioning installations or fire services system or any other
system or facilities therein or to any item therein or any other equipment machinery
appliances or anything whatsoever (whether or not of a structural nature). Upon
determination of this Agreement the Tenant shall at his own expense remove all decoration or
partitions so erected or installed by the Tenant and restore the said premises to its
original state upon being required so to do by the Landlord.
	 
	 	 	 	 
	 

	 	(ii)
	 	The Tenant shall employ at his
own costs and expense the Landlord’s nominated contractor or
consultant for the purpose of carrying out any of the permitted
alterations additions or improvements (except for mechanical and
electrical work and decoration work within the said premises
which may be carried out by contractors approved by the
Landlord).
	 
	 	 	 	 
	 

	 	(iii)
	 	To observe and comply with all
rules regulations and instructions from time to time prescribed
by the Landlord or its authorised representative or officer in
carrying out any permitted alterations additions or improvements
to the said premises.
	 
	 	 	 	 
	 

	 	(iv)
	 	The Tenant shall have the sole
responsibility to observe and comply with all applicable
statutes, codes, ordinances and regulations for all works
performed or to be performed by or on behalf of the Tenant and
approval by the Landlord of any plans or specifications or
otherwise shall not constitute or be deemed to constitute any
implication representation or warranty that the said works are
in compliance with any statutes, codes, ordinances or
regulations.
	 
	 	 	 	 
	 

	 	(v)
	 	To observe and comply with all
rules regulations and instructions from time to time prescribed
by The Hongkong Electric Company Limited or the relevant
authority relating to the electrical wiring and installation in
the said premises.
	 
	 	 	 	 
	 

	 	(vi)
	 	All fees and expenses incurred by
the Landlord in connection with the giving of consents under
this Clause shall be borne by the Tenant.






	 	 	 	 	 	 	 
	Injury to main
walls ceilings,
floors, doors and
windows

	 	 	2.12	 	 	Not to cut maim injure damage alter or interfere with any of the doors
windows walls structural members pipes drains appurtenances electrical
cables wires fixtures or fittings of or in the said premises or any part
thereof or suffer or permit the same to be done.
	 
	 	 	 	 	 	 






6









 






	 	 	 	 	 	 	 
	Compliance with ordinances

	 	 	2.13	 	 	To comply with all ordinances
regulations by-laws, and all notices and requirements of the appropriate Government or other competent authorities or the Manager in connection
with or in relation to the use of the said premises and to keep the Landlord indemnified against all
proceedings actions claims demands and liabilities in respect thereof and all costs and expenses incurred
by the Landlord thereon and upon receipt of any such notice concerning or in respect of the said premises
as aforesaid forthwith to deliver to the Landlord a copy of such notice.






	 	 	 	 	 	 	 	 	 
	Good repair of
Interior

	 	 	2.14	 	 	(i)
	 	To keep all the interior and/or non-structural parts of the said
premises including the flooring and interior plaster or other
finishing material or rendering to walls and all ceilings and
the Landlord’s fixtures therein and all additions thereto and
the doors, windows, ventilation and air-conditioning system,
fire-fighting equipment, electrical installations, wiring, fan
coil units, thermostat control and sprinkler heads thereof
(whether or not the same is installed by the Tenant) in good,
clean and tenantable repair and condition and as may be
appropriate from time to time properly painted and decorated so
as to maintain the same at the sole expense of the Tenant
throughout the said term and to yield up the same in such
repair and condition at the end or sooner determination of the
said term.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)
	 	To observe and comply with all
rules regulations and instructions from time to time prescribed
by the electricity supply company and/or the relevant authority
relating to the electrical wiring and installation in the said
premises and to repair or replace all electrical wiring
installations and fittings within the said premises and the
wiring from the Tenant’s meter(s) to and within the same
whenever required by the supply company, statutory undertaker or
other competent authority.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii)
	 	To indemnify the Landlord
against all costs, claims, demands, actions, liabilities and
legal proceedings whatsoever made upon the Landlord by any
person in respect of any breach of this covenant.
	 
	 	 	 	 	 	 	 	 
	Grease Trap (if
applicable)

	 	 	2.15	 	 	To install its own grease trap(s) in order to comply with the relevant
Government regulations for the operation of a restaurant and to keep any
grease trap serving the said premises in good clean and 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 Government
authorities concerned.
	 
	 	 	 	 	 	 	 	 
	Good repairs &
replacement of
sanitary apparatus

	 	 	2.16	 	 	(i)
	 	To keep all taps lavatories wash basins sinks sanitary and
water apparatus and other pipes and all drains (if any) located within
the said premises (and such lavatories and water apparatus as are
located elsewhere in the said Building and used exclusively by the
Tenant and/or its servants agents and licensees) in 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 Government Authority concerned.






7









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Toilet Facilities

	 	 	 	 	 	(ii)
	 	To use in common with others the lavatories and washing
accommodations and facilities provided by the Landlord in the said
Building and not to permit or suffer the same to be used in any improper
manner or whereby the soil or waste pipes may become impeded or blocked
and at all times to indemnify the Landlord against liability for loss
damage or injury by the escape of water caused to the property or the
tenants or occupiers of any other part(s) of the said Building.
	 
	 	 	 	 	 	 	 	 
	Replacement of
Doors & Window
Glass

	 	 	2.17	 	 	To replace at the Tenant’s expense all broken or damaged windows
doors glass and fixtures whether the same shall have been broken or
damaged by the negligence of the Tenant or owing to circumstances beyond
the control of the Tenant.
	 
	 	 	 	 	 	 	 	 
	Cleansing &
Clearing of Drains

	 	 	2.18	 	 	In the event of the pipes or drains of the said Building becoming choked
or stopped up owing to the careless use by the Tenant its servants
agents licensees invitees the Tenant shall pay the costs incurred by the
Landlord in cleansing and clearing the same.
	 
	 	 	 	 	 	 	 	 
	Indemnity against 

loss/damage from 

Interior Defects

	 	 	2.19	 	 	To be responsible for and to fully and effectually indemnify the Landlord
from and against any proceedings actions claims and demands
whatsoever by any person for any loss damage or injury caused to or
suffered by any person whomsoever or any property whatsoever including
any loss of business or profit as a result of or otherwise arising from
the want of repair of the said premises or any fixtures or fittings
therein the repair of which the Tenant is responsible hereunder or the
spread of fire or smoke or the overflow of water or the escape of any
substance or anything from the said premises and against all costs and
expenses of the Landlord incurred in respect of any such proceedings
action claim or demand.
	 
	 	 	 	 	 	 	 	 
	Insurance

	 	 	2.20	 	 	(i)
	 	To effect and maintain during the said term insurance cover in respect of the
risks mentioned in Clause 2.19 above and such other risks as the Landlord may deem
appropriate. The policy of insurance shall be effected with an insurance company approved by
the Landlord for a coverage of not less than HK$5,000,000.00 for any one claim or in such
amount as the Landlord may determine and which policy shall be endorsed to show the Landlord
as the registered owner of the said premises and shall contain a Clause to the effect that the
insurance cover thereby effected and the terms and conditions thereof shall not be cancelled
modified or restricted without the prior written consent of the Landlord. The Tenant
undertakes to produce to the Landlord as and when required by the Landlord such policy of
insurance together with the receipt for the last payment of premium and a certificate from the
relevant insurance company that the policy is fully paid up and in all respects valid and
subsisting on request Provided always that if the Tenant shall at






8









 






	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	any time fail to keep such insurance in force the Landlord
may do all things necessary to effect and maintain in force
such insurance and any monies expended by the Landlord for
that purpose shall be recoverable from the Tenant on demand.
	 
	 	 	 	 	 	 	 	 
	Insurance Policy

	 	 	 	 	 	   (ii)
	 	Not to do or permit to be done anything whereby the policy or policies of insurance
of the said Building against damage by fire or other perils for the time being subsisting may
become void or voidable or whereby the rate of premium thereon may be increased and without
prejudice to any other rights and/or remedies the Landlord may have hereunder all expenses
incurred by the Landlord in or about any renewal of such policy or policies or any increased
premium rendered necessary or payable by a breach of this term shall be borne by the Tenant and
shall be recoverable from the Tenant by the Landlord on demand.






	 	 	 	 	 	 	 
	Protection against 

storm or typhoon

	 	 	2.21	 	 	To take all necessary precautions to protect the said premises against
damage by storm or typhoon rainfall or the like.
	 
	 	 	 	 	 	 
	Entry by the
Landlord to view
the premises

	 	 	2.22	 	 	To allow and permit the Landlord and/or the Manager and/or their
respective authorised agents to enter upon the said premises at all
reasonable times to see and inspect that no alteration has been made to the said premises or the
fixtures or fittings therein and that all work is carried out in accordance with the plans
approved by the Landlord and that the interior of the said premises is properly repaired and
maintained.
	 
	 	 	 	 	 	 
	Entry by the
Landlord to carry
out repairs and
take inventories

	 	 	2.23	 	 	To permit the Landlord and/or the Manager and/or their respective
authorised agents at all reasonable times to enter the said premises for
the purposes of taking inventories of the Landlord’s fixtures therein and
carrying out any works repairs or maintenance which require to be done provided that in the
event of emergency the Landlord or its authorised agents may without notice enter the said
premises forcibly and the Tenant shall at its own expense reinstate the entrance to the said
premises to its original state.
	 
	 	 	 	 	 	 
	Carry out repairs
or receipt of
notice to effect the
same

	 	 	2.24	 	 	On receipt of any notice from the Landlord or its authorized
representatives specifying any works or repairs which require to be done
and which are the responsibility of the Tenant hereunder, forthwith to put
in hand and execute the same with all possible despatch and without any delay. If the Tenant
fails to do so the Landlord or its servants or agents shall be entitled, without prejudice to
the Landlord’s right of re-entry under the provisions hereinafter contained, to enter upon the
said premises and forcibly if need be to carry out any such works or repairs at the sole expense
of the Tenant.
	 
	 	 	 	 	 	 
	Entry by the
Landlord to close
windows and
doors

	 	 	2.25	 	 	To keep all windows and doors of the said premises closed and to permit
the Landlord or its servants and agents and others from time to time
during the said term to enter upon the said premises for the purpose of
closing any doors or windows.
	 
	 	 	 	 	 	 






9









 






	 	 	 	 	 	 	 
	Notify Landlord of damage

	 	 	2.26	 	 	To notify the Landlord in writing
or by other reasonable means of any accidents or damage to or defects in the water pipes gas pipes electrical wire or fittings
fixtures or other facilities provided by the Landlord in the said premises whether or not the
Tenant is liable hereunder for the repair of the same forthwith upon the same arising and to
indemnify the Landlord against any claim made against the Landlord by any third party and any
loss suffered by the Landlord either directly or indirectly as a result of any breach by the
Tenant of this provision.
	 
	 	 	 	 	 	 
	To make good &
take care of all
articles provided
by Landlord

	 	 	2.27	 	 	To make good and pay for all damage caused by the Tenant its servants
or licensees to any fixtures, fittings (including the ventilation and air-
conditioning system and fire services system) and other articles in the
said premises and provided by the Landlord and shall take reasonable care of the same and shall
not remove any of them from the said premises.
	 
	 	 	 	 	 	 
	Cleaning
Contractors

	 	 	2.28	 	 	To employ at the expense of the Tenant only such cleaners as may be
nominated by the Landlord for the cleaning of the said premises.






	 	 	 	 	 	 	 	 	 
	Removal of
garbage

	 	 	2.29	 	 	(i)
	 	To be responsible (at its own expense) for the removal of
garbage and refuse from the said premises to such location as shall be specified by the Landlord
or its agents from time to time and to use only that type of refuse container as is specified by
the Landlord or its agents from time to time.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)
	 	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 such service provided by the
Landlord shall be at the sole cost of the Tenant.






	 	 	 	 	 	 	 
	Re-letting Notice

	 	 	2.30	 	 	To permit the Landlord during the three (3) months immediately preceding the termination of the
said term to affix and retain without interference on any part of the said premises a notice for
re-letting the same and during such period to permit persons with written authority of the
Landlord or its agents at reasonable times of the day to view the said premises.
	 
	 	 	 	 	 	 
	Lifts & Escalators

	 	 	2.31	 	 	Not to place or take in the passenger lifts or escalators any bulky baggage parcels sacks bags
equipments or other goods.
	 
	 	 	 	 	 	 
	Animals, Pets &

Pest Control

	 	 	2.32	 	 	Not to keep or permit or suffer to be kept upon any part of the said
premises any livestock or animals and to carry out such pest control for the said premises upon
request of the Landlord by pest control companies nominated by the Landlord at the Tenant’s
expense.
	 
	 	 	 	 	 	 
	Preparation of
food

	 	 	2.33	 	 	Not to prepare or permit or suffer to be prepared any food in the said
premises nor to cause or permit any offensive or unusual odours to be produced upon, permeate
through or emanate from the said premises.
	 
	 	 	 	 	 	 
	Offensive Trades

	 	 	2.34	 	 	Not to carry on or to permit or suffer to be carried on in or upon the said premises or any part
thereof any trade or business which the Landlord shall in its absolute discretion regards as dangerous noxious noisy
or offensive.






10









 







	 	 	 	 	 	 	 
	Sale by Auction
or others

	 	 	2.35	 	 	Not to carry on or to permit or suffer any sale to the public by auction or
any other means to take place upon the said premises.
	 
	 	 	 	 	 	 
	Nuisance or
Annoyance

	 	 	2.36	 	 	Not to do or permit or suffer anything in the said premises or in the said
Building which is or may be a nuisance or annoyance to the Landlord or any other tenants or occupiers
of the said Building or of any adjoining building or affect the reputation of the said Building as a
high class commercial building/shopping centre.
	 
	 	 	 	 	 	 
	Noise

	 	 	2.37	 	 	Not to produce or permit or suffer to be produced any music or noise (including sound produced by
broadcasting or any apparatus or equipment capable of producing, reproducing, receiving or recording
sound) so as to be audible outside the said premises which may be a nuisance or annoyance to the
tenants or occupiers of other premises in the said Building.






	 	 	 	 	 	 	 	 	 
	Sign and
Advertisement

	 	 	2.38	 	 	(i)
	 	Not to affix erect attach exhibit or permit or suffer so to do or to
be done upon any part of the said Building or of the exterior of the
said premises or to or through any windows thereof any sign
signboard notice advertisement placard neon light or other device of
any kind whether illuminated or not (hereinafter referred to as “the
signboard”) without the prior written approval of the Landlord and
the approval of all appropriate government authorities.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)
	 	To maintain any signboard
approved under Clause 2.38(i) above at all times in good repair
and condition and to meet all the requirements that may from
time to time be imposed by any Government authorities and to
dismantle and remove the signboard on the termination of this
Agreement or if so required by any Government or competent
authority or the Manager and to make good any damage done and to
indemnify the Landlord against all loss, damages and liability
that may be suffered, paid or incurred by the Landlord by any
person whatsoever and any costs and expenses incurred by the
Landlord in respect of any such proceedings action claim or
demand as a result of or otherwise arising from the installation
or any defects in the signboard.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii)
	 	Notwithstanding Clause 2.38(i)
above, the Tenant may at its own expense display its name and
the nature of its trade or business on the Directory Boards
provided by the Landlord on the maindoor of the said premises
but only in such form and character as shall be determined or
approved in writing by the Landlord in its absolute discretion.
	 
	 	 	 	 	 	 	 	 
	Directory Board

	 	 	2.39	 	 	(i)
	 	The Tenant’s name to appear on the Directory Board and the signboard shall
strictly be in accordance with that appearing in Part IV of the First Schedule hereto unless prior written
approval to name otherwise has first been obtained from the
Landlord.







11









 






	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)
	 	The Tenant shall if so required
by the Landlord sign or execute such agreements or documents as
the Landlord may deem appropriate in respect of any change of
the Tenant’s name under Clause 2.39(i) above and the Tenant
shall be responsible for all costs and expenses incurred thereby
including any registration fee payable.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii)
	 	To pay the Landlord or its
agents immediately upon demand the costs of affixing, repairing,
altering or replacing as necessary the Tenant’s name on the
Directory Board (if any) provided by the Landlord.






	 	 	 	 	 	 	 
	User

	 	 	2.40	 	 	Not to use or permit or suffer the said premises or any part thereof to be used for any purpose
other than as set out in Part VI of the First Schedule hereto and without prejudice to the
foregoing to obtain any licence approval or permit required by any Government or other competent
authority in connection with the Tenant’s business or its use or occupation of the said premises
prior to the commencement of the Tenant’s business and to maintain and keep in force such licence
approval or permit during the currency of this tenancy and to indemnify the Landlord against the
consequences of a breach of this provision and in particular not to use or permit the same to be
used for domestic purpose or as sleeping quarters and not to allow any person to remain in the
said premises overnight. For the avoidance of doubt, the Landlord does not warrant whether the
said premises can be used for any purpose other than that stated in the Occupation Permit of the
said Building or whether the said premises are suitable or may be used for the Tenant’s intended
purpose.
	 
	 	 	 	 	 	 
	Business Name

	 	 	2.41	 	 	The name under which the business in the said premises shall be carried on is as set out in Part
IV of the First Schedule hereto.
	 
	 	 	 	 	 	 
	Illegal or Immoral
Use

	 	 	2.42	 	 	Not to use or permit or suffer the said premises to be used for the
purpose of gambling or for any illegal immoral or improper purpose.
	 
	 	 	 	 	 	 
	Combustible
Dangerous Goods

	 	 	2.43	 	 	Not to keep store use or bring into the said premises or any part thereof
any unlicensed arms ammunition or unlawful goods gun-powder spirits or saltpetre kerosene or other
explosive or combustible substances or any dangerous goods within the meaning of the Dangerous
Goods Ordinance and then only in compliance with all relevant legislation and Government
regulations.
	 
	 	 	 	 	 	 
	Obstructions in
Common Area

	 	 	2.44	 	 	Not to place or leave in the entrances landing staircases driveways
passages lobbies or any parts of the said Building in common use any box or any thing or things
rubbish or otherwise which may incumber or obstruct the same. Without prejudice to the Landlord’s
rights and remedies hereunder, the Landlord and the Manager shall be entitled without notice and
at the Tenant’s expense to remove and dispose of any






12









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	such material aforesaid as it sees fit and the Landlord and the
Manager shall not thereby incur any liability to the Tenant or any
other person whosoever and the Tenant shall indemnify the Landlord
against all losses damages expenses or liabilities that may be
suffered, paid or incurred by and any claims proceedings actions and
demands made against the Landlord in respect thereof.






	 	 	 	 	 	 	 
	Bulky Deliveries

	 	 	2.45	 	 	Not to take or allow delivery of furniture fixtures or bulky items of goods in and out of the said
Building except with the prior written approval of the Landlord and at such times and through such
entrances as shall be designated by the Landlord from time to time and to use only the service lifts
provided by the Landlord for such purposes.
	 
	 	 	 	 	 	 
	Breach of
Government
Lease

	 	 	2.46	 	 	Not to do or suffer any act to be done which shall amount to a breach or
non-observance of any covenants and conditions in the Government
Lease or Conditions under which the Land (as defined in Part II of the First Schedule hereto) is
held from the Government and to indemnify the Landlord against any breach thereof.
	 
	 	 	 	 	 	 
	Assignment &
underletting

	 	 	2.47	 	 	Not to assign underlet or otherwise part with the possession of the said
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
said 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 said premises (whether for monetary consideration or not) this
Agreement shall at the option of the Landlord absolutely determine and the Tenant shall forthwith
surrender and vacate the said premises on notice to that effect from the Landlord. The Tenancy
shall be personal to the Tenant and without in any way limiting the generality of the foregoing the
following acts and events shall, unless approved in writing by the Landlord, 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 said
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.




13









 






	 	(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 said
premises or any part thereof or does in fact use possess occupy
or enjoy the same.
	 
	 	(v)	 	The change of the Tenant’s
business name without the previous written consent of the
Landlord.





	 	 	 	 	 	 	 
	Aerials

	 	 	2.48	 	 	Not to affix to the said Building or any part thereof
any aerial or similar apparatus without the consent of
the Landlord in writing and not to remove dismantle or
alter those common aerials (if any) provided by the
Landlord.






	 	 	 	 	 	 	 	 	 
	Fire

	 	 	2.49	 	 	(i)
	 	Compliance with Codes and
Regulations for additional
fire protection system apart
from those provided by the
Landlord whether or not
induced by the business of the
Tenant shall be the
responsibility of the Tenant,
and the costs so incurred
shall be borne by the Tenant.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)
	 	To ensure at all times that all
fire alarms, fire-fighting equipment, roller shutters (if any)
and other equipment for security purpose (if any) provided by
the Landlord shall not be disrupted, interrupted, damaged or
caused to be defective through the act, default or neglect of
the Tenant, its servants, agents, licensees or customers.






	 	 	 	 	 	 	 
	Yield up premises
and handover

	 	 	2.50	 	 	To quietly yield up the said premises together 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 provisions herein contained
notwithstanding any rule of law or equity to the contrary Provided
That (i) where the Tenant has made any alteration or improvement or
installed any fixtures fittings or additions to the said premises
(including the ventilation and air-conditioning system and fire
services system therein), whether with or without the Landlord’s
consent, the Landlord may in its absolute discretion retain such
fixtures, fittings, additions or improvement as the Landlord may wish
to retain without any payment to the Tenant whether by way of
compensation or otherwise and (ii) if the Landlord shall require the
said premises to be delivered up in a bare shell condition or the
removal of any additions, alterations, fittings or fixtures, then the
Tenant shall at its own cost and expense remove all or such of the
additions alterations, fittings or fixtures as so required by the
Landlord, whether the same be made or installed by the Tenant, and
make good and repair in a good and workmanlike manner all damage
caused by such removal to the satisfaction of the Landlord. The
Tenant shall further procure a chemical cleaning of all fan coil units
in the said premises to the satisfaction of the Landlord upon
expiration or sooner determination of this Agreement and thereupon
shall surrender to the Landlord all keys giving access to all parts of
the said premises and remove at the Tenant’s expense all lettering and
characters from all the doors, walls, or windows of the said premises and make good all damage caused by such removal.






14









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Keeping the said 

premises open for 

business

	 	 	2.51	 	 	To keep the said premises open for business at all times of the year
during the normal business hours of the said Building namely the hours
set forth in Part I of the Third Schedule hereto and without prejudice
to the generality of the foregoing any suspension of the Tenant’s
business for a period of more than 7 days without the prior consent of
the Landlord shall constitute a material breach of this provision
entitling the Landlord to determine this Agreement and to regain
possession of the said premises.
	 
	 	 	 	 	 	 
	Tenant liable for
acts and omissions
of others

	 	 	2.52	 	 	To be answerable and responsible to the Landlord or the acts, neglects,
and defaults of omission of all contractors, servants, agents,
invitees and licensees of the Tenant as if they were the acts, neglects and default
or omission of the Tenant itself and to indemnify the Landlord against
all costs claims demands expenses or liability to any third party in
connection therewith and for the purposes of this Agreement “licensee”
shall include any person present in, using or visiting the said
premises with the consent of the Tenant express or implied.
	 
	 	 	 	 	 	 
	Obey Building
Rules

	 	 	2.53	 	 	To obey and comply strictly with the rules and regulations from time to
time adopted by the Landlord or the Manager whether relating to the
management and security of the Building or otherwise, to furnish first
class service to customers and to conduct the business of the Tenant
so as not to prejudice the goodwill and reputation of the said
Building as a first class commercial building/shopping centre.
	 
	 	 	 	 	 	 
	Observance to the
Deed of Mutual
Covenant and
Management
Agreement

	 	 	2.54	 	 	To observe and comply with and not to permit or suffer anything to be
done which may amount to a breach or non-observance by the Landlord
of any terms and provisions in the Deed of Mutual Covenant relating to
the said Building (“the said Deed of Mutual Covenant”) and/or
Management Agreement (if and when the same shall come into operation)
and to indemnify the Landlord against the breach non-observance or
non-performance thereof. It is also expressly agreed and declared
that the Landlord shall have the full right and liberty at any time
hereafter to enter into such form of Deed of Mutual Covenant and/or
Management Agreement with the owners of the said Building or such
other parties as the Landlord shall think fit to define their
respective rights and obligations of and in the Land and the said
Building and to make provision for the management of the said
Building.
	 
	 	 	 	 	 	 
	No wiring etc. in
common areas

	 	 	2.55	 	 	Not to install affix or attach any wiring, cables or other article or
thing in or upon any of the entrances, staircases, landings, passageways,
lobbies or public areas of the said Building.
	 
	 	 	 	 	 	 
	No touting

	 	 	2.56	 	 	No to permit any touting or soliciting for business or distributing of
any pamphlets, notices or advertising matter to be conducted outside
or near the said premises or in any part of the said Building by any
of the Tenant’s servants, agents or licensees.






15









 






	 	 	 	 	 	 	 
	Not to drive
nails etc.

	 	 	2.57	 	 	Not without the consent of the Landlord to drive or insert or permit or
suffer to be driven or inserted any nails, screws, hooks, brackets or
similar articles into the ceilings, doors, walls, window beams or
floor of the said premises.
	 
	 	 	 	 	 	 
	 

	 	 	2.58	 	 	Not to name or include in the name of the
business at the said premises the name of the said Building and/or the
words “Lai Sun” whether in English or Chinese Characters or any name
which the Landlord regards as similar thereto.
	 
	 	 	 	 	 	 
	Maintain displays

(if application)

	 	 	2.59	 	 	To install and at all times maintain displays of merchandise goods or
services in any shopfront windows or showcases contained within the entrance
ways to the said premises to the satisfaction of the Landlord and to a standard and
composition appropriate in the opinion of the Landlord to the reputation and standing of the
said Building, and to alter any window or other display of goods or merchandise in or at the
said premises immediately upon notice by the Landlord that such displays will in the opinion
of the Landlord prejudice the reputation or standing of the said Building.
	 
	 	 	 	 	 	 
	Keep shopfronts 

lit (if application)

	 	 	2.60	 	 	The Tenant shall at its own expense keep lit any shopfront windows and
showcase together with the shop signs of the said premises during such normal business hours as
are specified in paragraph (a) of Part I of the Third Schedule hereto. For the purpose of this
Clause shopfront windows shall include those parts of the interior of the said premises used for
the display of merchandise goods or services immediately fronting onto the common areas of the
said Building.
	 
	 	 	 	 	 	 
	Not to Obstruct
Shopfront Window
(if application)

	 	 	2.61	 	 	Not to block or darken or obstruct or obscure the shopfront window or
any other window or lights belonging to the said premises without
having obtained the 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.
	 
	 	 	 	 	 	 
	 

	 	 	(3)  	 	 	THE LANDLORD HEREBY AGREES WITH THE TENANT AS FOLLOWS:
	 
	 	 	 	 	 	 
	Quiet Enjoyment

	 	 	3.01	 	 	Subject to the Tenant paying the rent and other charges set forth in Clause 2 hereof and any other
charges which may become payable by the Tenant under this Agreement and the Tenant observing and
performing the terms and covenants contained in this Agreement to permit the Tenant to have quiet
possession and enjoyment of the said premises during the said term without any interruption by the
Landlord or any one lawfully claiming under or through or in trust for the Landlord.
	 
	 	 	 	 	 	 
	Property Tax

	 	 	3.02	 	 	To pay all Property Tax on the said premises during the said term.
	 
	 	 	 	 	 	 
	Roof and Main
Structure

	 	 	3.03	 	 	To keep in good condition and proper repair the roof the main structure
and external walls of the said Building and the main pipes drains and cables and to do all structural
repair required to be done at any time Provided that the Landlord’s ability under this Clause 3.03
shall not arise






16









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	unless and until written notice of any defect or want of repair has
been given by the Tenant to the Landlord and the Landlord shall have
failed to take reasonable steps to repair or remedy the same after
the lapse of a reasonable time from the date of service of such
notice.
	 
	 	 	 	 	 	 
	 

	 	 	(4)  	 	 	PROVIDED always and it is hereby expressly
agreed and declared by the parties as follows:
	 
	 	 	 	 	 	 
	Default

	 	 	4.01	 	 	If and whenever the rent hereby reserved or any part thereof shall be in arrear for 15 days whether
the same shall have been legally demanded or not or if any term, condition or stipulation on the
Tenant’s part herein contained shall not be performed or observed or if the Tenant for the time
being shall become bankrupt or enter into any composition or arrangement with the Tenant’s
creditors or suffer any distress or execution to be levied on the Tenant’s good or if the Tenant
shall suffer any prosecution in respect of the non-payment of money due to Hong Kong Government or
if the Tenant for the time being is a company and shall enter into liquidation whether compulsory
or voluntary (save for the purpose of reconstruction or amalgamation) or if any petition shall be
presented for the winding up of the Tenant then and in any of the said cases it shall be lawful for
the Landlord at any time thereafter to re-enter upon the said premises or any part thereof in the
name of the whole and forfeit the Deposit (as defined in Clause 4.10 hereof) or such part thereof
held by the Landlord and thereupon the tenancy hereby created shall absolutely determine but
without prejudice to the right of the Landlord in respect of any breach by the Tenant of any terms,
conditions or stipulations herein contained or to the Landlord’s right to deduct all loss and
damage thereby incurred from the Deposit and in particular the Landlord shall have the right to
terminate or disconnect the supply of air-conditioning water electricity and other facilities to
the said premises upon the occurrence of any of the above event of default.
	 
	 	 	 	 	 	 
	Exercise of Right

	 	 	4.02	 	 	A written notice served by the Landlord on the Tenant in manner hereinafter provided to the effect
that the Landlord thereby exercises the power of re-entry herein contained shall be a full and
sufficient exercise of such power without actual entry on the part of the Landlord.
	 
	 	 	 	 	 	 
	Acceptance of
Rent

	 	 	4.03	 	 	In the event of any breach of any term stipulations and conditions on the
part of the Tenant herein contained the Landlord shall not by acceptance of rent or by any other
act whatsoever or by any omission be deemed to have waived any such breach notwithstanding any rule
of law or equity to the contrary and that no consent to or waiver of any breach shall be binding on
the Landlord unless the same is in writing under the hand of the Landlord.
	 
	 	 	 	 	 	 
	Abatement of
Rent

	 	 	4.04	 	 	If the said premises or the said Building or any part thereof shall be
destroyed or so damaged by fire, typhoon, Act of God, force majeure or other cause beyond the
control of the Landlord and not attributable to any act or default or negligence of the Tenant as
to render the said premises unfit for commercial use and the policy or policies of insurance
effected by the Landlord shall not have been vitiated or payment of






17









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	policy moneys refused in whole or in part in consequence of any act
or default or negligence of the Tenant or if at any time during the
continuance of this Agreement the said premises or the said Building
shall be condemned as a dangerous structure or a demolition or
closing order shall become operative in respect of the said premises
or the said Building then the rent hereby agreed to be paid or a part
thereof proportionate to the damage sustained or order made shall
cease to be payable until the said premises or the said Building or
part thereof shall have been restored or reinstated or the order
removed Provided Always that the Landlord shall be under no
obligation to reinstate the said premises or the said Building or
part thereof And Provided further that should the said premises or
the said Building or part thereof not have been reinstated or the
order removed in the meantime either the Landlord or the Tenant may
after six months of the occurrence of the destruction or damage or
order give to the other of them notice in writing to terminate this
Agreement 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
such notice.
	 
	 	 	 	 	 	 
	Liability &
Indemnity

	 	 	4.05 	 	 	The Landlord shall not be under any liability
whatsoever to the Tenant or to any persons whomsoever in respect of any
damage sustained by the Tenant or such other
person aforesaid caused by or through or in
any way owing to the spread of fire or smoke
or the overflow of water or the escape of any
substance or anything from any premises
situate in the said Building or caused by the
act default or negligence of any tenant or
occupier of such premises. The Tenant shall
fully indemnify the Landlord against all
claims demands actions and legal proceedings
whatsoever made upon the Landlord in respect
of any damage to any person whomsoever caused
by the negligence of the Tenant or by or
through or in anywise owing to the spread of
fire or smoke or the overflow of water or the
escape of any substance or anything from the
said premises.
	 
	 	 	 	 	 	 
	Acts of Servants,
agents etc.

	 	 	4.06	 	 	For the purpose of this Agreement any act
default omission or negligence of the contractors servants agents licensees
or invitees of the Tenant shall be deemed to
be the act default omission or negligence of
the Tenant.
	 
	 	 	 	 	 	 
	Accidents

	 	 	4.07	 	 	The Landlord shall not be responsible to the
Tenant or the Tenant’s licensees servants
agents or other persons in the said premises
for any accident happening or injury suffered
or damage to or loss of any chattel or
property sustained on the said premises or in
the said Building.
	 
	 	 	 	 	 	 
	Security

	 	 	4.08	 	 	The Landlord shall not be liable in any
circumstances to the Tenant or any other
person whomsoever for the security or
safekeeping of the said premises or any
persons or contents therein.
	 
	 	 	 	 	 	 
	Distraint

	 	 	4.09	 	 	For the purpose of Part III of the Landlord
and Tenant (Consolidation) Ordinance relating
to distress for rent or of these presents the
rent payable in respect of the said premises
shall be and be deemed to be in






18









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	arrear if not paid in advance at the time and in manner hereinbefore
provided for payment thereof. All costs and expenses for and
incidental to the distraint shall be paid by the Tenant and shall be
recoverable from it as a debt.






	 	 	 	 	 	 	 
	Deposit 4.10

	 	 	(i	)	 	The Tenant shall on the signing of this Agreement pay to the Landlord the sum as
set out in Part V of the First Schedule hereto (“the Deposit”) to secure the due observance
and performance by the Tenant of agreements stipulations terms and conditions herein contained
and on the Tenant’s part to be observed and performed. The Deposit shall be retained by the
Landlord throughout the said term free of any interest to the Tenant and if the Tenant shall
commit or suffer to be committed a breach of any of the terms and conditions herein the
Landlord shall be entitled to terminate this Agreement in which event the Deposit shall be
forfeited to the Landlord but without prejudice to any right of the Landlord in respect of any
antecedent breach by the Tenant of the terms and conditions herein contained. Notwithstanding
the foregoing the Landlord may in any such event at its option elect not to terminate this
Agreement but to deduct from the Deposit the amount of any monetary loss incurred by the
Landlord in consequence of the breach non-observance or non-performance by the Tenant in which
event the Tenant shall as a condition precedent to the continuation of this tenancy deposit
with the Landlord the amount so deducted and if the Tenant shall fail so to do the Landlord
shall forthwith be entitled to re-enter the said premises or any part thereof in the name of
the whole and to determine this Agreement in which event the Deposit may be forfeited to the
Landlord as hereinbefore provided. Subject as aforesaid, the Deposit shall be refunded to the
Tenant by the Landlord without interest within thirty working days after the expiration or
sooner determination of this Agreement and the delivery of vacant possession to the Landlord
or within thirty working days of the settlement of the last outstanding claim by the Landlord
against the Tenant in respect of any breach, non-observance or non-performance of any of the
terms and conditions herein contained and on the part of the Tenant to be observed and
performed whichever is the later.
	 
	 	 	 	 	 	 
	 

	 	(ii)
	 	During the said term the Tenant
shall maintain the Deposit at the sum equal to six months’ rent,
air-conditioning and management charges and two quarters’ rates
and government rent and if the rent or the air-conditioning and
management charges, rates and government rent shall be increased
the Tenant shall forthwith on demand pay to the Landlord the
additional amount to make up such deposit.
	 
	 	 	 	 	 	 
	Service of notice

	4.11	 	 	Any notice hereunder shall be in writing and any notice to the Tenant shall
be sufficiently served if left addressed to the Tenant on the said premises or sent to the
Tenant by post or left at the Tenant’s last known






19









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	address in Hong Kong and any notice to the Landlord shall be
sufficiently served if delivered to the Landlord personally or sent
to the Landlord by registered post at the Landlord’s registered
office in Hong Kong.






	 	 	 	 	 	 	 
	Approval of the
Landlord

	 	 	4.12	 	 	No approval by the Landlord is valid unless it is in writing and signed by
the Landlord or by its authorised agents and any approval or consent given by the Landlord shall
operate as a consent for the particular matter to which it relates only 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.
	 
	 	 	 	 	 	 
	No premium

	 	 	4.13	 	 	The Tenant hereby expressly declares that at the grant of the said term no premium key money or
other consideration has been paid to the Landlord or to any person.
	 
	 	 	 	 	 	 
	Interest on arrears
of rent and other
charges

	 	 	4.14	 	 	Without prejudice to the Landlord’s rights under Clause 4.01 hereof, the
Tenant shall pay interest on all arrears of rent and other charges at a rate
of 2.5% per month from the due date to the date of payment together with all legal costs and
disbursements on a solicitor and client basis incurred for demanding and enforcing payment of the
said arrears or outstanding sum in Court or otherwise on demand and until payment they shall be
deemed to be a debt due by the Tenant to the Landlord.
	 
	 	 	 	 	 	 
	Name of the
Building

	 	 	4.15	 	 	The Landlord reserves the right exercisable at any time or times to
change the name or description of the said Building or any part thereof without incurring any
liability to the Tenant on any account whatsoever provided that the Landlord shall give to the
Tenant not less than three months’ notice in writing of any such proposed change.
	 
	 	 	 	 	 	 
	Renovation

	 	 	4.16	 	 	The Tenant hereby expressly acknowledges that the Landlord may from time to time carry out any
building, construction, renovation, refurbishment and other works in such part or parts of the
Land and/or the said Building as the Landlord may deem fit and that the Landlord, its contractors
agents workers and other persons authorized by the Landlord may enter into and upon any part of
the Land and/or the said Building with all necessary plant equipment and material for such
purpose. It is hereby expressly agreed that the Tenant shall have no right to claim against the
Landlord for breach of any of the terms conditions or stipulations herein contained and on the
Landlord’s part to be observed and performed and the Landlord shall not incur any liability to
the Tenant and/or any person whatsoever in respect of any loss, damage, claim, cost or expense
(including but not limited to loss of business and/or profit) that may be caused by or otherwise
arising from or in connection with such works whether on the ground of inconvenience disturbance
interruption or services noise dirt or otherwise.
	 
	 	 	 	 	 	 
	Sale and
Redevelopment

	 	 	41.7	 	 	If the Landlord shall at any time resolve to demolish, re-build or
refurbish the said Building or any part thereof (which intention shall be sufficiently evidenced
by a copy of the Resolution of its Board of






20









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Directors certified by its Secretary or a Director to be a true and
correct copy) or shall have entered into any agreement for sale and
purchase of the said Building or any part thereof which include the
said premises, then in any of such event the Landlord shall be
entitled to give not less than 6 calendar months’ notice in writing
to expire at any time to terminate this Agreement, and immediately
upon the expiration of such notice this Agreement shall terminate but
without prejudice to the right and remedies of either party against
the other in respect of any antecedent claim or breach of any of the
covenants restrictions stipulations or conditions herein contained.
The Tenant acknowledges that in the event of this Agreement being
terminated pursuant to this Clause, the Tenant shall have no claim
against the Landlord for such early termination. “Demolish” and/or
“rebuild” for the purposes of this Clause shall mean the demolition
and/or rebuilding of the whole of the said Building or a substantial
part or parts (but not necessarily a major part) thereof whether or
not including any main walls exterior walls or roof of the said
premises and whether or not any part thereof is to be re-built or
reconstructed in the same or any other manner. “Refurbish” may or
may not include demolition of the said Building or any part thereof.
	 
	 	 	 	 	 	 
	Landlord not
liable for systems
breakdowns

	 	 	4.18	 	 	The Landlord shall not in any circumstances be liable to the Tenant for
any defect in or breakdown of the lifts escalators or air-conditioning
system condenser water supply system (if any) electric power and water supplies nor shall the rent
or air-conditioning and management charges abate or cease to be payable on account thereof.
	 
	 	 	 	 	 	 
	Common Area

	 	 	4.19	 	 	The Landlord shall have the full right and liberty to partition and/or let to any person any part
or parts of the said Building at any time intended for common use and to adjust or redefine the
same as the Landlord may in its sole discretion decide without incurring any liability to the
Tenant on any account whatsoever so long as all acts or works of the Landlord done or performed
pursuant to its rights under this clause comply with all laws and regulations for the time being
in force in Hong Kong.
	 
	 	 	 	 	 	 
	Sale by Landlord

	 	 	4.20	 	 	If the Landlord shall at any time assign the said premises to a purchaser of the Landlord, then
the Deposit held by the Landlord hereunder (less any sum which the Landlord is entitled to deduct
pursuant to the terms hereof) shall automatically be transferred to the purchaser. The Tenant
hereby agrees that upon such transfer the Landlord shall be absolutely discharged from its
obligations hereunder to refund the Deposit or any part thereof to the Tenant and the Tenant
hereby further agrees to waive all the Tenant’s rights and claims hereunder against the Landlord
in respect of the Deposit or any part thereof upon such transfer being made as aforesaid.






	 	 	 	 	 	 	 	 	 
	Handover
Condition

	 	 	4.21	 	 	(a)
	 	The Tenant hereby declares and confirms that it has duly
inspected the said premises and is satisfied with the
current state and condition of the said premises and the
provisions, fixtures, fittings, finishes, installations
and appliances therein (including without limitation,
the ventilation and air-conditioning system, the fire
service system and its sprinkler heads distribution,
water






21









 






	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	and drainage systems (if any) and electrical and wiring
system installed therein). The parties hereto agree that the
said premises will be let to the Tenant by the Landlord on an
“as-is” basis and in the state and condition as at the date
of the handover of the said premises to the Tenant and no
warranty or representation is made by the Landlord or its
agents regarding:







	 	(i)	 	the furniture,
fixtures, fittings and finishes or the installations and
appliances in the said premises and/or the said
Building;
	 
	 	(ii)	 	the state and
condition of the said premises or the Building and the
user thereof; and
	 
	 	(iii)	 	the composition
of the said Building.






	 	(b)	 	For the avoidance of doubt, the
Landlord does not warrant that the ventilation and
air-conditioning system (including the fan coil units), the fire
services system (including the sprinkler heads distribution),
the water and drainage systems (if any), and the electrical and
wiring system installed in the said premises will comply with
all or any applicable statutes, codes, ordinances, regulations
or requirements of the relevant Government or other competent
authorities or whether the same are suitable or sufficient for
the Tenant’s intended purpose. Without prejudice to the
provisions of Clauses 2.05.01, 2.05.02 and 2.06 hereof, if the
Tenant shall require any alteration, additions, or improvement
to the said systems, any such alteration, additions and
improvement shall be made at the Tenant’s own costs and expenses
and subject to the Landlord’s prior written consent.





	 	 	 	 	 	 	 
	Bank Consent

	 	 	4.22	 	 	This Agreement shall be subject to the obtaining by the Landlord from the
bank(s) to which the said premises are presently mortgaged to, the bank’s consent for the
entering into this Agreement by the parties hereto. If the Landlord should fail or be unable
for whatever reason to obtain the bank’s consent as aforesaid, this Agreement shall terminate
upon expiration of fourteen (14) days from the date of a notice sent by the Landlord to the
Tenant informing the Tenant of the Landlord’s failure to obtain the said consent. In the
event of this Agreement being terminated pursuant to this provision, the Tenant shall deliver
up vacant possession of the said premises to the Landlord upon expiration of fourteen (14)
days from the date of the said notice and the Landlord shall upon the Tenant yielding up the
said premises return the Deposit to the Tenant without compensation costs or interest and
without prejudice to the Landlord’s right to deduct from the amount of the Deposit and to
claim from the Tenant any damages the Landlord have suffered or will suffer as a result of any
antecedent breach of this Agreement by the Tenant including but not limited to any failure of
the Tenant to pay any sum(s) due under this Agreement prior and up to the date of termination
of this Agreement. The Tenant acknowledges that in the event of this Agreement being
terminated by reason of the failure of the Landlord to obtain the relevant consent from the bank, the Tenant shall have no
claim against the Landlord for such earlier termination.







22









 





	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Stamp Duty

	 	 	4.23	 	 	All stamp duty and registration fee (if any) payable on this Agreement and other
disbursements of and incidental to the preparation and execution of this Agreement shall be
borne by the parties hereto in equal shares.
	 
	 	 	 	 	 	 
	Costs

	 	 	4.24	 	 	The legal costs of and incidental to the preparation and execution of this Agreement
shall be borne by the parties hereto in equal shares. If the Tenant instructs its own
solicitors, the Tenant shall, in addition to his own legal costs and expenses, pay half of the
Landlord’s solicitors full costs (at 75% of the scale charges) and expenses.






	 	 	 	 	 	 	 	 	 
	Interpretation

	 	 	4.25	 	 	(i)
	 	Unless the context otherwise requires, words herein importing the masculine
gender shall include the feminine and neuter gender and words herein in the singular shall
include the plural and vice versa.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)
	 	References to Clauses,
Sub-clauses and Schedules are to Clauses Sub-clauses of and
Schedules to this Agreement. Marginal notes and the index (if
any) are inserted for convenience of reference only and shall
not affect the interpretation of this Agreement.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii)
	 	The expression “the Tenant”
shall (where the context permits) mean and include the party or
parties specifically named and its or their successors in title
and permitted assigns.






	 	 	 	 	 	 	 
	Joint and several
Liability
	 	 	4.26	 	 	If the Tenant consists of two or more persons, each covenant or
agreement on the part of the Tenant herein shall be deemed to have been given by them
jointly and severally.
	 
	 	 	 	 	 	 
	Entire Agreement

	 	 	4.27	 	 	This Agreement sets forth the entire agreement between the parties and
supersede any prior discussions, agreements or arrangements, written or verbal, between the
parties relating to the letting of the said premises.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	AS WITNESS, the hands of the parties hereto the day and year first
above written.







23










 





THE FIRST SCHEDULE ABOVE REFERRED TO




PART I




	 	 	 	 	 
	LANDLORD

	 	:
	 	GILROY COMPANY LIMITED whose registered office is
situate at 11th Floor, Lai Sun Commercial
Centre, No. 680 Cheung Sha Wan Road, Shamshuipo,
Kowloon, Hong Kong.
	 
	 	 	 	 
	TENANT

	 	:
	 	MARKETSHARE LIMITED whose registered office is situate
at Room 1101, 11th Floor, Beautiful Group
Tower, 77 Connaught Road Central, Hong Kong (Company No.
954680 and Business Registration No. 35402855).






PART II




(the said premises)




ALL THAT UNIT NO. 1802 on the EIGHTEENTH FLOOR of CAUSEWAY BAY PLAZA 2, No. 463-483 Lockhart Road,
Hong Kong erected on All Those pieces or parcels of ground registered in the Land Registry as The
Remaining Portion of Section D of Inland Lot No. 2833, The Remaining Portion of Section E of Inland
Lot No. 2833, Section J of Inland Lot No. 2833, The Remaining Portion of Section K of Inland Not
No. 2833, The Remaining Portion of Section L of Inland Lot No. 2833, The Remaining Portion of
Section M of Inland Lot No. 2833, The Remaining Portion of Section O of Inland Lot No. 2833, The
Remaining Portion of Section G of Inland Lot No. 2833, The Remaining Portion of Section H of Inland
Lot No. 2833, Sub-Section 4 of Section H of Inland Lot No. 2833 and The Remaining Portion of Inland
Lot No. 2833 (“the Land”) which said Unit is for the purpose of identification only shown and
coloured Pink on the floor plan annexed hereto.



PART III




	 	 	 	 	 
	TERM

	 	:
	 	For the term of THREE (3) YEARS commencing from the 1st day of October 2007
(“the Commencement Date”) and expiring on the 30th day of September 2010 (both days
inclusive).






PART IV




Business Name in the said premises




	 	 	 	 	 
	BUSINESS NAME

	 	:
	 	Marketshare Limited






PART V




Amount of Deposit





	 	 	 	 	 
	Deposit:
	 	:
	 	HONG KONG DOLLARS TWO HUNDRED TWENTY SIX THOUSAND TWENTY FIVE AND CENTS SEVENTY/ONLY
(HB$226,025.70)






24









 











PART VI




User







	 	 	 	 	 
	User
	 	:
	 	For the Tenant’s lawful business as an office use only and not for any other purpose
whatsoever.






THE SECOND SCHEDULE ABOVE REFERRED TO




PART I




Particulars of Rent




	 	 	 	 	 	 	 
	Rent:

	 	:
	 	(I)
	 	The rent for the said term shall be HONG KONG DOLLARS THIRTY THOUSAND THREE HUNDRED
AND SIXTY (HK$30,360.00) per calendar month exclusive of rates, government rent,
air-conditioning and management charges and other outgoings and payable in advance without any
deductions on the first day of each and every calendar month the first of such payment to be
made on the signing hereof.
	 
	 	 	 	 	 	 
	 

	 	 	 	(II)
	 	 Rent Free Period: No rent will be charged for
the first ONE (1) MONTH commencing from the Commencement Date and
expiring on 31st October 2007 and for a further period of
ONE (1) MONTH commencing from 1st September 2010 and
expiring on 30th September 2010. During the Rent Free
Period, the Tenant shall pay the rates, government rent,
air-conditioning and management charges and all other outgoings in
respect of the said premises.






PART II




Particulars of Air-Conditioning and Management Fee





	1.	 	Air-Conditioning and Management Charges: HK$6,110.00 per calendar month payable monthly in
advance without any deductions on the first day of each and every calendar month the first of
such payment to be made on the signing hereof.





	 	 	 	 	 
	2.

	 	(a)
	 	The Landlord shall, where the said premises are to be used as a shop only provide and
maintain air-conditioning at all times during the normal business hours specified in paragraph
(a) of Part II of the Third Schedule hereto and, where the said premises are to be used as an
office only during the normal business hours specified in paragraph (b) of Part II of the
Third Schedule hereto and, where the said premises are to be used as a restaurant only, during
the normal business hours specified in paragraph (c) of Part II of the Third Schedule hereto
and without prejudice to the provisions of Clause 4.18 the Landlord shall not be liable to the
Tenant nor shall the Tenant have any claim against the Landlord in respect of any interruption
in any of the services hereinbefore mentioned by reason of the necessary repair or maintenance
of any installations or apparatus or damage thereto or destruction thereof by fire water act
of God or other cause beyond the Landlord’s control or by reason of mechanical or other defect
or breakdown or faults or other inclement conditions or unavoidable shortage of fuel material
water or labour or






25









 






	 	 	 	 	 
	 

	 	 	 	any act omission or negligence of any attendants watchmen or other servants of the
Landlord in or about the performance or purported performance of any duty relating
to the provision of the said services by any of them or by reason of the cessation
of the Tenant’s business. Furthermore, no air-conditioning will be provided if the
No. 8 typhoon signal or above is hoisted but the air-conditioning and management
charges shall not be abated by reason thereof.
	 
	 	 	 	 
	 

	 	(b)	 	If the Tenant shall require additional air-conditioning services outside the
normal business hours mentioned above, the Tenant shall give to the Landlord not less
than 7 days’ notice in writing stipulating at what times the Tenant shall require
additional air-conditioning. All costs and expenses so incurred shall be on Tenant’s
account payable at such rate as may be determined by the Landlord and subject to
variation from time to time at the Landlord’s discretion Provided that a minimum of two
hours’ charges shall be paid by the Tenant each time the said premises shall receive
such additional air-conditioning services.






PART III




Particulars of Rates and Government Rent




	 	 	 	 	 
	Rates:

	 	:
	 	HK$3,602.85 (or such amount as assessed by the Government) per quarter payable quarterly
in advance without any deductions on the first day of the months of January, April, July and
October.






PART IV




Amount of Vetting Fee




	 	 	 	 	 
	Vetting Fee

	 	:
	 	HK$1,897.50






PART V




Amount of Sundry Expenses Deposit during Fitting Out Work




Sundry Expenses Deposit:       HK$2,000.00




PART VI




Amount to defray the Sundry Expenses during Fitting Out Work




Amount to defray Sundry Expenses:      HK$3,000.00




THE THIRD SCHEDULE ABOVE REFERRED TO




PART I



The normal business hours of the said Building are:





	(a)	 	where the said premises are to be used as a shop only, between the hours of 10:00 a.m. and
10:00 p.m. everyday.




26









 












	(b)	 	where the said premises are to be used as an office only, between the hours of 09:00 a.m. and
06:00 p.m. every weekday (Monday — Friday) and between the hours of 09:00 a.m. and 01:00 p.m.
every Saturday.
	 
	(c)	 	where the said premises are to be used as a restaurant only, between the hours of 10:00 a.m.
and 12:00 mid-night everyday.




The Landlord reserves the right to alter or amend the said business hours from time to time and to
such extent as the Landlord shall in its discretion deem appropriate or necessary.




PART II



The normal hours when air-conditioning services will be supplied are:





	(a)	 	where the said premises are to be used as a shop only, between the hours of 10:00 a.m. and
10:00 p.m. everyday.
	 
	(b)	 	where the said premises are to be used as an office only, between the hours of 09:00 a.m. and
06:00 p.m. every weekday (Monday — Friday) and between the hours of 09:00 a.m. and 01:00 p.m.
every Saturday.
	 
	(c)	 	where the said premises are to be used as a restaurant only, between the hours of 10:00 a.m.
and 12:00 mid-night everyday.




The Landlord reserves the right to alter or amend the said supply hours from time to time and to
such extent as the Landlord shall in its discretion deem appropriate or necessary.




SIGNED by




	 	 	 	 	 	 	 
	SIGNED by Mr. Lau Shu Yan, Julius and

Mr. Tam Kin Man, Kraven

	 	 	)	 	 	 
	
for and on behalf of the Landlord


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

	 	 	)

)

)

)	 	 	For and on behalf of

GILROY COMPANY LIMITED


/s/ Lau Shu Yan, Julius          Tam Kin Man, Kraven
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Authorized Signature(s)
 
	 
	 	 	 	 	 	 
	/s/ Yeung Chi Keung
	 	 	 	 	 	 
	 

Yeung Chi Keung

	 	 	 	 	 	 
	Solicitor, Hong Kong SAR
	 	 	 	 	 	 
	Vincent T.K. Cheung, Yap & Co.
	 	 	 	 	 	 






     RECEIVED on or prior to the day and year first above written of and from the Tenant the sum of
HONG KONG DOLLARS TWO HUNDRED TWENTY SIX THOUSAND TWENTY FIVE AND CENTS SEVENTY ONLY
(HK$226,025.70) being the deposit money above mentioned to be paid by the Tenant to the Landlord.



27









 




	 	 	 	 	 
	 	For and on behalf of

GILROY COMPANY LIMITED

 	 
	 	/s/ Lau Shu Yan, Julius          Tam Kin [Illegible]
 	 
	 	Authorized
Signature(s) 
 	 
	 	The Landlord 
 	 



28









 






	 	 	 	 	 



	 	 	 	 	 	 	 
	SIGNED by Anthony Venus


for and on behalf of the Tenant in


the presence of:-

	 	)

)

)

)

)

	 	 	For and on behalf of


Marketshare Limited


/s/ Anthony Venus	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	Authorized Signature(s)	 
	 
	 	 	 	 	 	 
	/s/      Yvette [Leung]
 

Signature of Witness


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	     Yvette [Leung]
 

Name of Witness


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	     [Illegible]
 

Hong Kong Identity Card Number


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Unit 1803-4, Causeway Bay, Plaza
[L]
 

Address of Witness


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	     Executive Assistant
 

Occupation of Witness


	 	 	 	 	 	 






29









 






[18th FLOOR PLAN REDACTED]