fs1ex10iii_chinagreen.htm

Exhibit
10.3


    
      Kangcheng
Massage Centre 

      Consultancy
Agreement

      
        

      

    

     

    CONSULTANCY
AGREEMENT

     

    This
Agreement is made on the
19th day of June 2006 between:-

     

    (1)          DAI QINGCHOU(戴麽儒), holder
of the Identity Card of China number 4425271960243355
of  中国广东省东莞市长安镇乌沙同达路同和一巷14号
(the "Proprietor");
and

     

    
      	
              (2)

            	
              GLORIOUS PIE LIMITED, a
      company incorporated with limited liabilities under the
      laws of British Virgin Islands whose registered office is situated at Sea
      Meadow
      House, Blackburne Highway, Road Town, Tortola, British Virgin Islands
      (the
      "Consultant").

            


    

     

     

    Whereas:-

     

    
      	
              (A)  

            	
              The
      Proprietor is entitled to run a massage business in the Centre (Refer to
      Clause 2 and Schedule
      1 for details) and has obtained all the licenses required by the
      laws of China and the Relevant Authorities (Refer to Schedule 2 for
      details).

            


    

     

    
      	
              (B)  

            	
              To
      introduce an effective operating system on energy saving and cost control,
      the Proprietor therefore appoints the Consultant to provide consultancy
      services on eco-operation and interior design of the
    Centre.

            


    

     

    
      	
              (C)  

            	
              In
      return for the consultancy services, the Proprietor shall pay the
      Consultancy Fee to the Consultant in accordance with Clause 6 of this
      Agreement.

            


    

     

    It is agreed as
follows:-

     

    1.            
INTERPRETATION 

     

    1.1          
Definitions

     

    "Agreement" shall mean this
Consultancy Agreement, together with the Schedules hereto, in each case as from
time to time amended by the parties hereto and includes all Licences and
consents granted under it,

     

    "Centre" shall mean the Centre
in the form and structure situated on the location as described in Schedule 1 operated under the
name 康城休固中心
(Healthy
City)".

     

    
      
         


      

      
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        Kangcheng
Massage Centre 

        Consultancy
Agreement

        
          

        

      

    

    "Centre Employee" shall mean
any person employed by
the Proprietor or the Centre Manager at the Centre or elsewhere (whether
on a full-time or part-time basis) in connection with the operation of the
Centre, including the general manager, the director of marketing and the
financial controller of the Centre (or serving such functions, regardless of the
specific titles given to such individuals).

     

    "Centre Manager" shall mean an
individual or a company engaged and to be paid by the Proprietor for
providing his expert services in managing the Centre in accordance with the
terms set out in this Agreement and the relevant employment contract which shall
be entered into between the individual or company and the
Proprietor.

     

    "China"
shall mean the People's Republic of China.

     

    "Confidential Information"
shall mean any information of a confidential nature including, without
limitation, details of guests of the Centre, contractual rates, supplier
details, employees' salaries and wages, managers policies and procedures,
information held on the reservation system of the Centre including guest
history, direct mail database of customers, accounting and statistical
information and any other information produced by the Centre Manager to the
Proprietor relevant to the Centre. Notwithstanding the foregoing, the Centre
Manager shall be
entitled to use the Confidential Information in the normal course of
their business to the same extent as similar information is used for all or
groups of their Centres including, but not limited to and by way of example only, for
marketing and guest tracking databases, direct mailings and sales activities,
inclusion on reservation systems, development of best practices, financial
analysis and use by professional advisers,

     

    "Consultancy Fee" shall have
the meaning ascribed to it in Clause 7.1.

     

    "Fiscal Year" shall mean 1st
July in one year to 30th June of the following year (both days inclusive) for
all purposes, except
that the first fiscal year shall commence on the date of execution of this
Agreement and end on
30th June of the following year {both days inclusive) and the last fiscal year
shall end on the date of the expiration of the Term (both days inclusive).

     

    "Government" shall mean the
Central Government of China.

     

    "Hong Kong" shall mean the
Hong Kong Special Administrative Region of China.

     

    "Legal Requirements" shall
mean:

     

    
       
(i)    any ordinance
or statutory provision, proclamation, rule, regulation, code, order, resolution,
notice, rule of court, bylaw or other instrument (having the force of law);
and

    

     

    
      
         


      

      
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        Kangcheng
Massage Centre 

        Consultancy
Agreement

        
          

        

      

    

    
      
        	
                (ii)   

              	
                any
      rulings, directions, guidelines and/or decision of any Relevant
      Authorities (having the force of law) for
      the time being in force in China applicable to or regulating the
      management or operation of the Centre or this Agreement, and "Legal Requirement"
      shall mean any one of
them.

              


      

    

     

    "Licences" shall mean all
licences, permits, approvals, certificates (statutory or otherwise) in relation
to the operation of the massage centre or the performance by the parties of
their respective obligations hereof as required by the Relevant Authorities or
institutions under the applicable laws and regulations of each party's place of
incorporation and/or the location of the Centre.

     

    "Relevant Authorities" shall
mean any Government departments, Government agencies, public bodies, regulatory
bodies and any bodies, boards, committees or panels formed under or pursuant to
any ordinance or statutory provision, rule, regulation, order, resolution,
notice, bylaw or other instrument having the force of law from time to time in
China and any utility
providers or companies, and "Relevant Authority" shall
mean any one of them.

     

    "Representative" shall mean an
invidiual being a China citizen or a company incorporated under the laws of
China whom the Consultant has appointed to receive any payments on its behalf in
relation to this Agreement.

     

    "Term" shall have the meaning
ascribed to it in Clause 4;

     

    "Total Centre Income" shall
mean all income generated from any parts of the operation of the
Centre.

     

    
      	
              1.2  

            	
              References
      in this Agreement to a "person' include an
      individual, company, partnership, joint venture, association, organisation
      or trust (in each case, whether or not having separate legal
      personality).

            


    

     

    
      	
              1.3  

            	
              Words
      importing one gender shall include all genders and words importing the
      singular shall include the plural and vice
  versa.

            


    

     

    2.           
THE CENTRE

     

    The
Proprietor confirms that the Centre is in the form and structure situated on the
location described in Schedule
1.

     

    3.           
SCOPE OF WORK

     

    The
Consultant agrees to provide the following services:-

     

    
      
         


      

      
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        Kangcheng
Massage Centre 

        Consultancy
Agreement

        
          

        

      

    

    3.1         
Eco-operation Consultancy

     

    
      	
                      
      3.1.1  

            	
              to
      advise the Proprietor and the Centre Manager on the overall management and
      operation strategies on energy savings and cost control of the Centre;
      and

            


    

     

    
      	
                      
      3.1.2  

            	
              to
      introduce the state-of-the-art ecologically-friendly concept into the
      management and operations of the Centre in order to achieve sustainable
      development which shall in turn reduce the cost of operations of the
      Centre effectively.

            


    

     

    3.2         
Interior Design

     

    
      	
                     
      3.2.1  

            	
              to
      procure suitable professions to design the interior of the Centre in an
      eco-friendly and sustainable manner which shall not only save costs on
      energy-related expenses but also contribute to a better environment of
      Dongguan as a whole; and

            


    

     

    
      	
                      
      3.2.2  

            	
              to
      assist the Proprietor to supervise the decoration works derived from its
      design and to realize the same. The works are to be carried out by
      contractors engaged by the Proprietor with the consent of the Consultant
      of such an engagement.

            


    

     

    4.           TERM

     

    The term
of this Agreement shall be a period of seven (7) years commencing from the date
of execution of this Agreement (the "Term") and is renewable
subject to the mutual agreement of the Proprietor and the
Consultant.

     

    5.         
  OPERATION

     

    
      	
              5.1

            	
              The
      Proprietor may consult the Consultant on the Centre
      operations.

            


    

     

    
      	
              5.2 

            	
              The
      Consultant is not entitled to name any entity to the board of directors
      responsible for the management of the Centre. The Consultant shall,
      however, be kept well-informed of the regular meetings of the management
      where strategic decisions in regards of the operations and financial
      issues of the Centre are made. The Consultant shall receive copies of the
      agenda and minutes of regular meetings and monthly revenue record for its
      information.

            


    

     

    
      	
              5.3 

            	
              The
      Proprietor shall have the sole discretion and authority in the selection
      and appointment of a Centre Manager who is to act as the exclusive
      operator and manager of the Centre and to supervise, direct and control
      the management, operation and promotion of the business of the Centre
      during the Term.

            


    

     

    
      
         


      

      
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        Kangcheng
Massage Centre 

        Consultancy
Agreement

        
          

        

      

    

    
      	
              5.4

            	
              The
      Centre Manager is authorized by the Proprietor to have the sole discretion
      and authority in the selection and employment of all Centre Employees
      necessary for the proper operation of the Centre. All costs and expenses
      in relation to and in connection with the employment of Centre Employees
      shall be borne solely by the
Proprietor.

            


    

     

    6.         
  LICENSES

     

    
      	
              6.1 

            	
              The
      Proprietor shall comply with all relevant regulations and laws of China in
      running the Centre business. The Proprietor shall have applied for and
      used its best endeavours to obtain and maintain in its own name all
      licences, permits and consents required in connection with the management
      and operation of the businesses of the Centre with effect from the date
      upon which the same are required. All costs and expenses for applying,
      renewing and maintaining of the licences and permits shall be borne solely
      by the Proprietor.

            


    

     

    
      	
              6.2 

            	
              The
      Proprietor hereby warrants and confirms that to his best knowledge there
      is no pending litigation and/or claim alleging a breach of the Centre on
      this licensing issue and undertakes to do all possible legal remedial acts
      and fully indemnifies the Consultant if there are any instances of
      breach.

            


    

     

    
      	
              6.3 

            	
              Subject
      to prior appointment with the Proprietor, the Consultant and its agents
      shall, throughout the Term, have the right to inspect all such licences
      and permits, for the purpose of ensuring its interest which might be
      adversely affected due to any possible interruptions of the operation of
      the Centre which may arise as a consequence of the absence of such
      licences or permits.

            


    

     

    
      	
              6.4 

            	
              Subject
      to prior appointment with the Proprietor (except in case of emergency),
      the Consultant and its agents shall, throughout the Term, have the right
      of reasonable access to all parts of the Centre (save for and except those
      parts which have been leased, licensed or occupied by guests, tenants or
      licencees) to enable the Consultant to evaluate the operation, upkeep,
      management and control of the Centre, and to ensure that the Centre
      Manager has duly complied with the conditions imposed under all relavant
      licences and permits.

            


    

     

    7.           
CONSIDERATION ANDY PAYMENT

     

    7.1       
  Consideration

     

    In
consideration of the consultancy services contemplated in this Agreement, the
Consultant shall be entitled to a montly payment of RMB 100,000 or 35% of the
Total Centre Income (whichever higher), the amount of which shall be net of any
costs that the Proprietor shall be solely responsible for (the "Consultancy
Fee").

     

    
      
         


      

      
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        Kangcheng
Massage Centre 

        Consultancy
Agreement

        
          

        

      

    

    7.2         
Payment

     

    
      	
                      
      7.2.1  

            	
              For
      so long as this Agreement is in subsistence, the Consultancy Fee shail be
      paid by the Proprietor to the Consultant on a monthly basis, i.e. within
      five (5) Buisness
      Day after the monthly revenue record is
booked.

            


    

     

    
      	
                      
      7.2.2  

            	
              Payments
      shall be made in
      cash or credited directly to the bank account of the Representative by way of cash transfer,
      the amount of which shall be net of any cost-deductions. The details of
      the bank account shall be provided as and when
  necessary.

            


    

     

    
      	
                      
      7.2.3  

            	
              All
      monies payable by the Proprietor shall be paid in full, free of any
      restrictions or conditions and without set-offs or counterclaims or
      otherwise. If any payments due under this Agreement are subject to any
      deductions or withholdings for any present or future fees, liabilities or
      other charges imposed by any competent governmental authority, then an
      additional amount shail be paid or reimbursed to the Consultant as is
      necessary so that the amount actually received by the Consultant equals
      the full amount payable or reimbursable under this
    Agreement.

            


    

     

    8.    BOOKS AND
RECORDS

     

    8.1          Books
and Records

     

    
      	
                       
      8.1.1  

            	
              The
      Proprietor shall procure and supervise the Centre Manager to keep
      accurate, full and adequate books of account and other records of the
      operation of the Centre in accordance with generally-accepted accounting
      principles adopted in Hong Kong.

            


    

     

    
      	
                       
8.1.2 

            	
              Ail
      such books and records regarding the revenue of the Centre shall be kept
      at the Centre or such other place as the parties agree and shall be
      available to the Consultant during the Term and its agents to inspect,
      audit and take copies at the Centre (or such other place as the parties
      agree) at all reasonable times and upon prior appointment with the Centre
      Manager and without disruption to or interference with the normal
      operations of the Centre.

            


    

     

    3.2         
Revenue Records

     

    The Proprietor shall deliver
or procure the Centre Manager to deliver to the Consultant by the 15th day following the end of
each calendar month, the documentation showing the revenue and turnover of the
Centre for the preceding calendar month and the Fiscal Year to date and
certified as true and correct by the financial controller of
the Centre.

     

    
      
         


      

      
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        Kangcheng
Massage Centre 

        Consultancy
Agreement

        
          

        

      

    

    9.           COVENANTS
AND WARRANTIES

     

    9.1          Covenants

     

    Both the
Proprietor and the Consultant covenant and warrant to perform all of their
respective obligations as contemplated under the terms and provisions of this
Agreement.

     

    9.2          Warranties
and Undertakings of the Proprietor

     

    
      	
                 
      9.2.1  

            	
              The
      Proprietor warrants that he is in the position with all the rights and
      powers under relevant laws and/or regulations of Relevant Authorities of
      China to enter into this Agreement;

            


    

     

    
      	
                 
      9.2.2  

            	
              The
      Proprietor warrants that he is entitled to the ownership and the exclusive
      right to use and engage in activities to generate income with the the
      Centre as described in Schedule 1;

            


    

     

    
      	
                 
      9.2.3  

            	
              All
      Licences required to run the Centre businesses as contemplated under this
      Agreement have been acquired and shall be renewed as may be required from
      time to time pursuant to Clause 6 including but not limited to those
      listed in Schedule 2
      as required;

            


    

     

    
      	
                 
      9.2.4  

            	
              The
      Proprietor also warrants and confirms that there is no pending litigation
      / claim against him which may affect the title / ownership held of the
      Centre by him, etc.; and

            


    

     

    
      	
                 
      9.2.5  

            	
              The
      Proprietor undertakes to indemnify all losses of any sorts suffered by the
      Consultant pursuant to this Clause
9.2.

            


    

    


    10.          DAMAGE,
DESTRUCTION AND CONDEMNATION OF THE CENTRE

     

    10.1       
Damage or Destruction

     

    If the
Centre or any portion thereof shall be damaged or destroyed at any time during
the Term by fire, water, storm, wind, typhoon, defective construction, white
ants, earthquake, subsidence of the ground or any calamity which is not caused
by the negligent act or default of the Proprietor, the Centre Manager or any or
its servants, agents, employees, contractors or licensees (excluding guests
staying at the Centre or visitors of the Centre) so as to make the Centre or the
relevant portion thereof inaccessible, unfit or unsuitable for the operation of
the Centre in accordance with the requirements set out in this Agreement and at
a reasonable operating standard, the Proprietor shall with due diligence,
repair, rebuild or replace the Centre so that after such repairing, rebuilding
or replacement, the Centre shall be substantially the same as prior to such
damage or destruction. At the Proprietor's option, with the written approval of
the Consultant, the Centre Manager
(or its nominee) shall arrange for such works to be carried out for and on
behalf of the Proprietor. The Proprietor shall pay for the costs and expenses of
such repairing, rebuilding and replacing out of its own funds.

     

    
      
         


      

      
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        Kangcheng
Massage Centre 

        Consultancy
Agreement

        
          

        

      

    

    10.2        Condemnation

     

    If the
whole or any part of the Centre is condemned as a dangerous structure or a
demolition order or closing order shall become operative in respect of the
Centre or any part thereof so as to make the Centre or the relevant portion
thereof inaccessible, unfit or unsuitable for the operation of the Centre in
accordance with any requirements set out by Relevant Authority, the Proprietor
shall, subject to compliance with such prohibitions or restrictions (if any)
imposed by the Relevant Authority concerned, with due diligence, repair, rebuild
or replace the Centre so that after such repairing, rebuilding or replacement,
the Centre shall be substantially the same as prior to such damage or
destruction. At the Proprietor's option, with the written approval of the
Consultant, the Centre Manager (or its nominee) shall arrange for such works to
be carried out for and on behalf of the Proprietor. The Proprietor shall pay for
the costs and expenses of such repairing, rebuilding and replacing out of its
own funds.

     

    10.3        Indemnity
on Damage or Destruction or Condemnation

     

    Shall any
of the incidents pursuant to Clause 10.1 or Clause 10.2 take place during the
Term regardless of the person being held responsible for the same, the
Proprietor agrees to indemnify all losses suffered by the Consultant derived
from such temporary or persistent interruption of operation of the Centre. The
exact amount of such indemnity to be paid shall be agreed upon and determined by
mutual agreement between the Proprietor and the Consultant depending on the
degree and duration of the actual interruption of the operation of the
Centre.

     

    11.      
DEFAULT AND TERMINATION


     

    11.1    
Events of
Termination

     

    The
following shall constitute events of termination:

     

    
      	
                    
      11.1.1  

            	
              persistent
      and material failure of the Proprietor to pay the full sum of the
      Consultancy Fee due to the Consultant for a continuous period of thirty
      (30) days after two (2) written notice has been given by the other
      party;

            


    

     

    
      	
                    
      11.1.2  

            	
              failure
      of the Proprietor to supervise the Centre Manager to manage and operate
      the Centre in accordance with a reasonable operating standard in any
      material respect;

            


    

     

    
      	
                    
      11.1.3  

            	
              the
      failure of a party to perform, keep or fulfil any of the other covenants,
      undertakings, obligations, conditions, representations or warranties set
      forth in this Agreement which is capable of remedy and (a) if such
      fai)ure(s) has or have a material adverse effect on the operation of the
      Centre or the rights and duties of any party hereto and (b) if such
      failure is not remedied within thirty (30) days after receipt by the
      defaulting party of a written notice giving particulars of the breach and
      requiring it to be remedied;

            


    

     

    
      
         


      

      
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        Kangcheng
Massage Centre 

        Consultancy
Agreement

        
          

        

      

    

    
      	
                    
      11.1.4  

            	
              the
      filing of a voluntary-petition in bankruptcy or insolvency or a petition
      for reorganization under any bankruptcy law by any party and such party is
      not discharged within forty-five (45) days
  thereafter;

            


    

     

    
      	
                    
      11.1.5  

            	
              the
      consent to an involuntary petition in bankruptcy or insolvency or the
      failure to vacate within forty-five (45) days from the date of entry
      thereof any order approving an involuntary petition by any
      party;

            


    

     

    
      	
                  
      11.1.6 

            	
              the
      appointment of a receiver for all or any substantial portion of the
      property of any party, which appointment is not discharged within
      forty-five (45) days thereafter;

            


    

     

    
      	
                     
      11.1.7  

            	
              the
      entering of an order, judgment or decree by any court of competent
      jurisdiction, adjudicating any party a bankrupt or insolvent, or approving
      a petition seeking reorganization, or appointing a receiver, trustee or
      liquidator of all or a substantial part of such party's assets (except any
      dissolution or liquidation for the purpose of and followed by a
      reconstruction, amalgamation, reorganisation, merger or consolidation
      approved by the Proprietor, and except any proposed debt financing or
      refinancing other than when insolvent), and such party is not relieved
      thereof within forty-five (45) days
thereafter;

            


    

     

    
      	
                     
      11.1.8  

            	
              any
      party ceases, or threatens to cease, to carry on business, and such
      cessation, or threatened cessation, shall continue for a period of
      forty-five (45) days thereafter: or

            


    

     

    
      	
                     
      11.1.9  

            	
              any
      party is required by law or compelled by any court or any competent
      government authority to terminate this Agreement, and such party is not
      relieved of such a requirement or compulsion within forty-five (45) days
      thereafter.

            


    

     

    11.2  Termination
on Sale of the Centre

     

    In the
event of the direct or indirect sale, transfer, assignment or other disposal of
the Centre or any part thereof by the Proprietor or any agreement or arrangement
the result or net effect of which is the direct or indirect sale, transfer,
assignment, divestment, agreement, arrangement or other disposal of any interest
(legal, beneficial, economic or otherwise) in the Centre the Proprietor shall be
entitled to terminate this Agreement by giving a three (3) months written
notice of termination to the Consultant with an abundant amount of compensation
to the Consultant in form of cash payment, the amount of which is to be
suggested by the Consultant and to be agreed by the Proprietor. The key
consideration in determining the amount shall be the duration remaining in the
Term.

     

    
      
         


      

      
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        Kangcheng
Massage Centre 

        Consultancy
Agreement

        
          

        

      

    

    11.3  Effects
of Termination

     

    
      	
               
      11.3.1  

            	
              The
      rights of termination granted under this Agreement shall be without
      prejudice to any other right or remedies of any party in respect of the
      breach concerned or any other
breach.

            


    

     

    
      	
               
      11.3.2  

            	
              Any
      termination of this Agreement for any reason whatsoever shall not affect
      any rights or obligations incurred, or arising out of circumstances which
      have been existed prior to such
termination.

            


    

     

    12.         
CONFIDENTIALITY

     

    12.1      
Confidentiality Obligations

     

    Subject
to Clause 12.2, each party shall keep confidential all Confidential Information
and all information received or obtained pursuant to the provisions of this
Agreement and all information received or obtained as a result of entering into
or performing this Agreement which relates to:

     

    
      
        	
                12.1.1

              	
                the
      provisions of this Agreement and any other document referred to in this
      Agreement;

              


      

    

     

    
      	
              12.1.2

            	
              the
      negotiations relating to this Agreement;
and

            


    

    
      	
              12.1.3

            	
              the
      other parties.

            


    

     

    12.2       
Permitted Disclosures

     

    Any party
may disclose information which would otherwise be confidential if and to the
extent:

     

    
      	
                 
      12.2.1

            	
              required
      by the Legal Requirements;

            


    

     

    
      	
                 
      12.2.2

            	
              required
      by any securities exchange or regulatory or governmental body.wherever
      situated;

            


    

     

    
      	
                  
      12.2.3

            	
              required
      to vest the full benefit of this Agreement in any party or enforce this
      Agreement;

            


    

     

    
      	
                  
      12.2.4

            	
              such
      disclosure is to the professional advisers, auditors and bankers of any
      party or otherwise pursuant to the terms of this Agreement on the same
      confidential basis;

            


    

     

    
      
         


      

      
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        Kangcheng
Massage Centre 

        Consultancy
Agreement

        
          

        

      

    

    
      	
                  
      12.2.5

            	
              the
      information has come into the public domain through no fault of that
      party; and

            


    

     

    
      	
              12.2.6

            	
              the
      other parties have given prior written approval to the
      disclosure.

            


    

     

    13.         
FORCE MAJEURE

     

    13.1        Exclusion of
Liability

     

    Subject
to Clause 13, neither the Proprietor nor the Consultant shall be liable for any
failure to observe or perform, or continue observance or performance of, any of
its obligations or liabilities under this Agreement during the Term to the
extent that, and for so long as, such observance or performance is prevented by
an event of force majeure (as defined below) provided that the affected party
gives to such other party immediate written notice of the occurrence of such an
event with details of the event concerned, the extent of the prevention to which
it gives rise, and any information then available as to its likely
duration.

     

    13.2        Force
Majeure

     

    For the
purpose of this Clause 13, an "event of force majeure" is an event
beyond the reasonable control of either party and which (including the
consequential damage and effect) causes the whole or a substantial part of the
Centre to be or become unsuitable for operation as a Centre or which causes the
prevention of observance or performance of the said obligations or liabilities
which could not reasonably have been avoided by that party, which shall mean
boycotts, embargoes, governmental restrictions, any epidemics, pandemics and
other infectious diseases (but excluding severe acute respiratory syndrome),
terrorist attacks, wars, war-like actions, civil commotion riots, uprising,
revolutions, earthquakes, other natural occurrence or any other event beyond the
control of that party. For the avoidance of doubt, neither the Proprietor nor
the Consultant (in either case, "Notifying Party") shall be
excused from a Notifying Party's observance or performance of any of its
aforesaid obligations or liabilities on the ground of an event of force majeure,
unless that event of force majeure affecting such Notifying Party shail be
beyond the reasonable control of such notifying party.

     

    13.3        Information
and Action

     

    The party
giving the notice shall at all times thereafter keep the other party informed
and at its own costs and expenses take all reasonable actions and do all things
as are within its reasonable control with a view to the cessation or removai, or
the reduction to the maximum extent, (in each case as soon as possible) of the
prevention of observance or performance concerned. All costs and expenses
reasonably incurred by the Consultant under this Clause 13.3 shall be borne
soleiy by the Proprietor.

     

    
      
         


      

      
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    13.4        Cessation

     

    Immediately
upon any such cessation, removal or reduction (whether or not because of action
taken by the party which gave the notice), that party shall give a further
written notice to such other party to that effect and forthwith thereafter, that
party shall observe or perform, or resume observance or performance of, (but in
the case of any such reduction only to the extent thereof) the obligation and/or
liability under this Agreement whose observance or performance was previously
prevented by the relevant event of force majeure.

     

    13.5        Further
Notice to Terminate

     

    If,
within three (3) months after service of a notice under Clause 13.1, further
notice has not been given under Clause 13.4 to the effect that the force majeure
concerned has wholly ceased to cause and/or been removed from causing such
prevention, either party may at any time after expiry of the said three (3)
months give to the other not less than one (1) month's written notice to
terminate the Term at the end of the notice period, such notice to provide that
if during the notice period the force majeure concerned has wholly ceased to
cause and/or been removed from causing such prevention and appropriate notice is
given under Clause 13.4 to that effect then the written notice sea-ed under this
Clause 13.5 shall be withdrawn.

     

    14.         
GOVERNING LAW AND JURISDICTION

     

    14.1        Governing
law

     

    This
Agreement shall be governed by and construed in accordance with the laws of Hong
Kong. In the event of any dispute or controversy arising out of or related to
this Agreement, the parties hereto hereby irrevocably submit to the
non-exclusive jurisdiction of the courts of Hong Kong.

     

    14.2        Service of Process

     

    Each of
the parties irrevocably agree that any writ or other notice of process, judgment
or order shall be effectively served on it in connection with any suit, action
or proceeding before the courts of Hong Kong if addressed and delivered to its
registered office. However, nothing in the foregoing shall affect the right to
serve any such document in any other manner permitted by the laws of Hong
Kong.

     

    
      
         


      

      
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    15.    MISCELLANEOUS

     

    15.1        Interpretation

     

    
      	
                 
      15.1.1

            	
              The
      headings of the Clauses of this Agreement and all of Schedules are
      inserted for convenience only and are not intended to affect the meaning
      of any of the provisions.

            


    

     

    
      	
                 
      15.1.2

            	
              Ail
      Schedules to this Agreement are an integral part of this Agreement and ail
      terms defined in this Agreement and the Schedules shall have the same
      meaning throughout this Agreement and its
  Schedules.

            


    

     

    
      	
                 
      15.1.3

            	
              References
      in this Agreement to "Clauses" and "Schedules" are, except
      the context otherwise requires, references to the clauses of and schedules
      to this Agreement.

            


    

     

    15.2        Non-Waiver

     

    The
failure of either party to insist upon strict adherence to any provisions of
this Agreement on any occasion shall not be considered as a waiver of any right
thereafter to insist upon strict adherence to that provision or any other
provision of this Agreement.

     

    15.3        Severability

     

    Should
any of the provisions of this Agreement, or portions thereof, be found to be
invalid by any court of competent jurisdiction, the remainder of this Agreement
shall nonetheless remain in full force and effect.

     

    15.4        Modification

     

    No
modification of, addition to or waiver of any of the terms and condition hereof
or any of the rights, obligations or defaults under this Agreement, shall be
effective unless made in writing and signed by all parties to this
Agreement.

     

    15.5        Approvals

     

    Whenever
any party is requested under this Agreement to give its approval, consent or
expression of satisfaction or acceptability to any matter, such approval,
consent or expression of satisfaction or acceptability shall be given in
writing, and shail not be withheld or delayed unreasonably unless this Agreement
otherwise expressly provides. If a party shall desire the approval, consent or
expression of satisfaction or acceptability of the other party hereto to any
matter, such party shall give notice to such other party that it requests such
approval, consent or expression of satisfaction or acceptability, specifying in
such notice the matter as to which such approval, consent or expression of
satisfaction or acceptability is requested.

     

    
      
         


      

      
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    15.6        Notice

     

    Any
notice, notification or other communication under or in relation to this
Agreement shall:

     

    
      	
                 
      15.6.1

            	
              be
      given or made in writing and shall be delivered by hand to, or sent by
      prepaid post or by facsimile to the appropriate person, address or
      facsimile number previously communicated for that purpose by the parties
      to this Agreement, or such other address or facsimile number as the party
      to which it is given or made may have for the time being substituted
      therefore by notice in accordance with this Clause 15.6 to the party
      giving or making the same; and

            


    

     

    
      	
                 
      15.6.2

            	
              in
      the case of delivery:

            


    

     

    
      	
               
      

            	
              (i)

            	
              by
      hand or sending by post be effectively given or made upon receipt
      at that address;

            


    

     

    
    

    
      	
               
      

            	
              (ii)

            	
              by
      facsimile be deemed to be effectively given or made upon production
      of a transmission report by the machine from which the facsimile
      was sent which indicates that the facsimile was sent in its entirety
      to the facsimile number of the recipient and provided that a hard
      copy of the notice so served by facsimile was posted the same day
      as the notice was served by electronic
      means.

            


    

     

    
    

    15.7        Rights
of Inspection

     

    The
Consultant and its agents shall have the right to inspect and access the Centre
during the Term upon prior appointment with the Centre Manager. Such inspections
shall be conducted without disruption to or interference with the normal
operations of the Centre.

     

    15.8        Interpretation
of Covenants

     

    Any
obligation on the Proprietor and/or the Consultant not to do and/or not to omit
anything shall include an obligation not to permit or suffer that thing to be
done or omitted.

     

    15.9        Statutes

     

    Any
reference in this Agreement to any ordinance or any other statute, regulation,
by-law, direction, guideline, recommendation or other provision (by whatever
name called), or to any section, article, paragraph or other part of any of the
foregoing, shall be deemed to be a reference to the same as for the time being
amended, modified, added to or re-enacted.

     

    
      
         


      

      
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