exv10w1






Exhibit 10.1






Hangzhou Manufacture Base




Tenancy Agreement




DRCH3C08C16A61)

(Contract No. :DRCH3C08C16A61 )





Project Location: No. 310 Liuhe Road, Binjiang District,

Hangzhou, Zhejiang





Landlord: Huawei Technologies Co., Ltd



Tenant: Hangzhou H3C Technologies Co., Ltd



Signing Date:









 









 










     Through amicable negotiations and pursuant to Contract Law of the People’s Republic of China
and Hangzhou local regulations, this Tenancy Agreement (“Agreement”) is entered into by and between
Huawei Technologies Co., Ltd (hereinafter refers as “Landlord”) and Hangzhou H3C
Technologies Co., Ltd (hereinafter refers as “Tenant”) for the lease of Hangzhou manufacture
base as follows:








Article 1 Premises Description









     1. Landlord hereby agrees to lease the Hangzhou Manufacture Base (hereinafter refers
as “Premises”) to Tenant under the terms and conditions in this Agreement. The construction acreage
of the Premises totals 68,367.59 sq.m. including: 7,687.34 sq.m.








 









 




of office building,
4,204.72 sq.m. of dining hall, 56,306.88 sq.m. of workshop and 168.65 sq.m. of hazardous goods
storehouse.




     



     2. Delivery condition: Premises are delivered “as is”, Landlord shall ensure Tenant can
properly use the Premises.








     3. The Property Management Agreement for the Premises will be signed separately. Landlord is
entitled to change the property management company during the Term. Regardless of how the property
management is conducted, Tenant shall duly pay any associated public utility charges to the
relevant organization for water, electricity, gas, telephone fee, etc. Upon expiry of the
Agreement, Tenant shall pay up all the public utility charges duly owed, otherwise Landlord has the
right to deduct the unpaid public utility fee from the Deposit.








Article 2 Lease Permitted Use Purpose









 









 





     1. Tenant promises that the Premises are leased for the purposes of office, R&D center,
workshop for manufacturing and warehousing, dining hall, etc. (“Permitted Purpose”)








     2. Tenant shall not change the Permitted Purpose and structure of the Premises without the
prior written consent of Landlord during the Term.








Article 3 Lease Term, Rent, Deposit, Taxation and Payment Term




     



     1. The lease term (“Term”) of the Agreement: From January 1, 2009 through December
31, 2011.








 









 





     2. Upon the expiry of the Agreement, Tenant has the option to renew the Agreement with the
same terms and conditions provided Landlord still intends to lease the Premises at that time.
Tenant shall notify Landlord in writing six (6) months before the expiry date of its intention to
renew the Agreement, and both parties may negotiate to adjust the rent based on the then-current
market. The renewed Agreement ought to be signed three (3) months before expiry date based on
mutual agreement. If no renewed Agreement or written renewal intention letter is reached three (3)
months before the expiry date, the Landlord reserves the right to lease the Premises to a third
party after the Agreement expires. Notwithstanding the foregoing, if Tenant is in arrears in
paying any rent or property management fee the
Landlord is entitled to deny Tenant’s renewal request or terminate the renewal negotiation
forthwith.








     3. If the Landlord is not going to lease the Premises any longer when the Agreement expires
because Landlord wants to sell, transfer, mortgage, self-use, etc., Landlord shall notify Tenant in
writing nine (9) months before the expiry date.








 









 










     4. The Rent includes: RMB ___56.4___per Sq.m. / Month for office building; RMB
___56.4______per Sq.m. / Month for Dining Hall; RMB ___37.6___per Sq.m. / Month for
workshop and hazardous goods storehouse. The total monthly rent for the Premises as specified in
Article 1, Term 1 is RMB _2,794,192.11___ per Month; the quarterly rent is RMB
_8,382,576.33____/ Quarter. All the prices above excludes property management fee (the
property management fee will afforded by Tenant). The initial payment term shall commence at
January 1, 2009.



     The both parties agree the Premise’s common facilities area of 1578.26 Sq.m. (includes air
compression station, gas station, guests reception, water pump house and water tank, boiler room
and oil tank and passageway, etc..) is not included in Premise
total area and Tenant can use it for free. Except the Premise area as defined in Article 1,
clause 1, Landlord shall not charge Tenant for any other parts in or surrounding Premise.








     5. Payment Terms: Rent will be paid every three months. Landlord will deliver the payment
notice to Tenant by the fifth day of the last month of the previous quarter (December 5, March 5,
June 5 and September 5), the rent of the then-current quarter








 









 




shall be due and payable by the tenth
working day of that quarter. If the tenancy does not extend through an entire lease quarter due to
prior termination or other reasons, the rent shall be calculated and paid on a daily basis.









     6. Late payment: If the Tenant fails to pay the rent in full when due to Landlord, Tenant
will be surcharged by 5 ten thousandth of overdue amount per day starting from the day after it is
due date until the Tenant pays up all the late rent and associated surcharge. If the Tenant
defaults in paying the rent for more than one month without the prior written consent of Landlord,
Landlord shall deliver a reminder notice to Tenant in writing, and it will constitute a material
breach if Tenant fails to cure it within required period as specified in the reminder notice after
Tenant receives it, upon which Landlord reserves the right to terminate this Agreement.








 









 










     7. Tenant shall pay two months’ rent of RMB 5,588,384.22  as deposit (“Deposit”) to
Landlord. The deposit of RMB___3,954,478____paid by Tenant to Landlord under the HANGZHOU
REAL ESTATE LEASE AGREEMENT signed on January 1, 2004 will continue to be kept by Landlord as
deposit under this Agreement, Tenant shall pay margin of RMB___1,633,906.22______within (10)
business days after the Agreement becomes effective. Upon the expiry or early termination of this
Agreement, Landlord shall return the Deposit, free of interest, to Tenant, within twentieth (20)
days after Tenant has completed all the payments and fulfilled all the handover procedures as set
forth in this Agreement. Provided Tenant has caused material damage to the substantial structure of
Premises (subject to confirmation by both parities or certification of any third party organization
that is mutually acceptable to both parties), or defaults in paying any rent or property management
fee, Landlord is entitled to deduct such damage, rent or fees from the Deposit. In case the Deposit
is insufficient for such cost, Landlord has the right to claim the remaining amount due from
Tenant.



     



     8. The applicable taxes under this Agreement shall be sepearatly borne by both parties
pursuant to relevant laws.








 









 





     



     9. All payments hereunder shall be made in RMB.



     



 [PERSONAL INFORMATION OMITTED]

 [PERSONAL INFORMATION OMITTED]









     10. Tenant shall pay the rent to the following account of Landlord:


Payee: Huawei Technologies Co., Ltd.



Account: [PERSONAL INFORMATION OMITTED]



Open Bank: [PERSONAL INFORMATION OMITTED]




     If the above information of “Payee,” “Account” and “Open Bank” is to be changed, Landlord
shall notify Tenant in writing and such change will apply to Tenant only after an amendment to this
Agreement is signed by both parties. If Tenant fails to sign an amendment at least twenty (20) days
after Tenant receives the change notice and such failure is attributed to Tenant, Tenant shall make
payment to updated Payee, Account and Open Bank as notified by Landlord, otherwise any negative
results from using the previous Payee, Account or Open Bank shall be borne by Tenant.








 









 










Article 4 Sublet









     1. The Tenant shall not assign or sublease the Premises in whole or in part, nor shall it
transfer any right thereof to any other third party without Landlord’s prior written consent,
except for those wholly owned, joint ventures and controlled entities of Tenant who are authorized
to use this Premises in whole or in part without Landlord’s permission. Landlord shall assist
Tenant to go through any contract alternation procedures if the contracted party of this Agreement
is to be changed.








     2. If Landlord agrees to sublet the Premises, Tenant shall guarantee in writing that the
assignee will abide by and perform all of Tenant’s obligations hereunder, and Tenant shall be
jointly and severally liable for assignee’s violation of this Agreement. Furthermore, Tenant will
be responsible for any extra sublet cost therein (including but not limited to taxation). The
sublet term shall not be longer than the Term of this Agreement.








 









 










Article 5 Fitting-Out and Cost









     1. Tenant shall notify the Landlord in prior for any partition, fitment, equipment
installation or rebuilding done to the Premise after the Agreement is signed. The fitting-out work
shall be conducted in compliance with the Property Management Agreement which will be signed
separately.








     2. Tenant is not obligated to restore the Premises into the original condition from any
alteration that Tenant has done when the Premises are returned to Landlord upon expiration or
termination, nor will Tenant be responsible for any possible restoration costs. Tenant can remove
any movable facilities and instruments that it installs during the Term while other fixtures (e.g.
door, lock, windows, celling, floor, partition wall and lamps) shall be kept in complete and usable
condition. (Damages done to fixtures not caused by Tenant willfully are allowed). Tenant shall
clean up any damaged fitting out facilities that both parties consider will affect the Premise’s








 









 




appearance to keep the property in good condition. Tenant shall not request Landlord to purchase or
compensate any remaining value of fitment or equipment for any reason.









Article 6 Landlord’s Rights and Obligations









     1. Landlord Warranty



     Landlord warrants it is the owner of the property and has full right to lease the Premises to
Tenant and enter into this Agreement. Landlord warrants that Tenant’s use of the Premises complies
with any land use transfer agreement, property ownership certificate and related laws and
regulations. Landlord shall take responsibility for violations of this provision which make the
Premises unusable by the Tenant or cause any other negative results. In such case, Tenant is
entitled to








 









 




terminate this Agreement and request the return of the Deposit without any further
liability.









     2. The Selling or Transfer of Premises



     (1). Tenant enjoys the right of first refusal for the Premises on condition of same offer made
to Landlord during the Term. This right of first refusal is for the entire Premises and not for a
portion thereof.



     (2). If Landlord intends to sell the Premises during the Term, Landlord shall so notify Tenant
and Tenant shall reply in writing to the Landlord of its decision whether to purchase the Premises
within one (1) month after receipt of Landlord’s notice. If Tenant fails to respond in such period,
it is deemed that Tenant has waived its right of first refusal.



     (3). If Landlord sells or transfers the Premises to a third party during the Term, Landlord
shall warrants that: a. the assignee of Premises will bear all the Landlord obligations under this
Agreement and acknowledge all the Tenant’s right hereunder








 









 




for the Term; and b. Notify Tenant in
writing one (1) month prior to the sale or transfer of the Premises.









     3. Check



     Landlord may enter into the Premises to inspect and for maintenance purposes accompanied by a
Tenant’s employee at a mutually agreed time, provided this will not interfere with Tenant’s routine
business. If any emergency occurs during Tenant’s working hours, Landlord or a property Management
Company’s employee should
enter the Premises accompanied by a Tenant’s employee. In case the emergency occurs after
Tenant’s working hours and Tenant can not be contacted, Landlord or the property Management Company
shall notify the public rescue department to reduce the risk the emergency will have adverse
consequences, and such department may take appropriate emergency measures based on the existing
circumstances. Landlord or property Management Company shall be exempted from compensating any loss
arising thereof to Tenant.








 









 










     4. If Landlord wants to accompany a potential tenant on a visit to the Premises, it shall
comply with the following conditions: (1) Landlord shall give three (3) days prior written notice
to Tenant and obtain Tenant’s prior approval for the visit; (2) such visits shall only occur during
the three months period prior to the Agreement’s expiration, provided that no renewal Agreement is
reached between Landlord and Tenant or Tenant’s notice to Landlord of its intention to renew has
not been duly received by Landlord; (3) such visit shall not interfere with Tenant’s routine
business. In case all of the three conditions are satisfied, Tenant shall permit such visit.



     



     5. The maintenance, repair and worn out facilities.


The parties shall perform pursuant to the provisions in Property Management Agreement as attached.









     6. Landlord and property management company reserve the right at any time to enact, modify,
adopt or replace any management rules and regulations that it considers necessary for running and
maintaining the Premises as a first class facility. Such rules and regulations will come into
effect only after Landlord sends written








 









 




notice to Tenant and such notice is acknowledged and
replied to Landlord by Tenant in writing .









     7. Landlord is obligated to maintain, repair, renew and replace the Premise’s structure and
all its infrastructure facilities. Landlord shall also enhance or re-build the Premises in
compliance with state or Hangzhou local laws and regulations, in order to assure that the Premises
structure and all its infrastructure facilities are in good and usable condition.








Article 7 Tenant’s Rights and Obligations









     1. Early Termination of Agreement



     In order for Tenant to terminate the Agreement early, Tenant shall give the Landlord six (6)
months prior written notice thereof and Landlord will seize the Deposit as penalty.



     



 









 










     2. The Return of Premises



     In the event the Agreement expires without any renewal, or is terminated in early by Tenant,
Tenant shall pay the balance all the payable accounts with Landlord and return the Premises to
Landlord within twenty (20) days after the expiration or early termination date (it’s rent-free in
this period). Provided Tenant fails to move out in such twenty (20) days period, it shall pay rents
of overdue days to Landlord; provided Teant fails to move out for more than thirty (30) days, it
shall afford double rent from the 31st day going forward until the date Tenant does move out.. Such
payment of rent should not be deemed as evidence of any renewal or extension of lease, Landlord
still reserves the right to request Tenant to move out at any time or take back the Premises as
specified above. When Landlord completes the acceptance check, receives the Premises key and both
parties sign the Premises Acceptance Note, it is deemed that Tenant has fulfilled its obligations
of returning the Premises. If the delivery is delayed due to Landlord’s fault (e.g. late check),
Tenant is not liable for it and the return date shall be postponed.



     



 









 










     3. The Repair of Damage or Malfunctioning Items



     Except for natural loss of the Premises, if Tenant or its exployee, agent, subcontractor or
invited persons violate, fails to abide by, or otherwise does not fulfill the Tenant’s obligation
under this Agreement or has committed any other actions which result in (1). Damage to Premises, or
(2) the facilities of the Premises that belonged to Landlord are broken or are damaged; or (3) any
other loss to Landlord or a third party, then Tenant shall be liable to repair them immediately and
compensate any other costs. Tenant shall begin the repair process within forty-eight (48) hours
upon receipt of Landlord’s repair notice and shall either complete the repairs within thirty (30)
days of Landlord’s notice or negotiate a different, mutually acceptable deadline for repair with
Landlord. Should Tenant fail to complete the repairs or replacement within the the above mentioned
period, Landlord has the right to complete the repair or replacement instead of Tenant and Tenant
shall pay Landlord for the reasonable costs and fees associated with Landlord’s repair or
replacement.



     



 









 










     4. Management Rules



     Tenant agrees to abide by rules and regulations that have been approved in writing by Tenant.
When such management rules and regulations conflict with
provisions in this Agreement, the Agreement shall prevail.








     5. The ownership of facilities and equipment that are fitted or installed by Tenant during the
Term remains with Tenant, and such facilities and equipment will be maintained by Tenant.








     6. If the Premises are damaged by fitting out construction organization or by Tenant itself,
or the Premises is rendered unfit for normal use because of Tenant’s non-cooperation with fire
control enforcement, Landlord will not take any responsibility.



     



     7. Tenant shall have necessary authorization, certificates or other required licenses for
running its business on the Premises.








 









 





     8. Landlord has expressly informed and requested Tenant to insure its important assets in
Premises, and also to insure it has adequate Public Liability Insurance.



     



     Article 8 The Default Liability of Landlord








     1. Landlord shall not terminate the Agreement unilaterally and take back the Premises during
the Term, unless otherwise specified in Agreement or agreed by Tenant in writing.








     2. Provided during the Term there is natural loss on Premise or Landlord’s equipment, or
Landlord defaults in performing its repair or maintenance obligations under this Agreement, which
results in damages on Premise or Landlord’s equipment that hinders the Tenant from normal use, or
cause any Tenant’s property loss or personal injuries, Landlord shall be liable to repair, replace
or compensate. For any








 









 




damages on Premise or Landlord’s equipment due to natural loss, Landlord
shall begin the repair process within forty-eight (48) hours upon receipt of Tenant’s repair notice
and shall either complete the repairs within thirty (30) days of Tenant’s notice or negotiate a
different, mutually acceptable deadline for repair with Tenant. Should Landlord fail to complete
the repairs or replacement within the above mentioned period, Tenant has the right to complete the
repair or replacement instead of Landlord and Landlord shall pay Tenant for the reasonable costs
and fees associated with Tenant’s repair or replacement.









     3. Tenant has the right to terminate the Agreement without further liability if one of the
following items exists, which shall be deemed as a material breach of this Agreement. In such
cases, Landlord shall return the Deposit to Tenant within ten (10) days and pay one month rent to
Tenant as a penalty, without limiting Tenant’s other rights to claim remedies for any incurred
losses:



     (1) Any existing property right disputes on the Premises;



     (2) Landlord fails to perform its repair and maintenance obligations under this Agreement to
correct a condition that renders the Premises unusable by Tenant for the Permitted Purpose as
contemplated under this Agreement and such failure is not cured








 









 




within thirty (30) days or mutual
agreed deadline after Tenant’s written notification to Landlord of such condition.




     (3) Landlord fails to perform any other of its obligations under this Agreement which renders
the Premises unusable by Tenant for the Permitted Purpose as contemplated under this Agreement.






Article 9 The Default Liability of Tenant









     1. Provided the Tenant fails to return the Premises as set forth in Term 2, Article 5 of
Agreement by the agreed delivery date for reasons attributable to Tenant, it will
be deemed as Tenant’s material breach and Tenant shall be subject to the liability as set
forth in Term 2, Article 9.








 









 










     2. The following actions of Tenant during the Term will constitute a material breach, upon
which Landlord has the right to terminate the Agreement by giving written notice to Tenant
unilaterally, and the terminated date will be on the date when termination notice is received by
Tenant.



     (1) Violates Article 4 to sublet the Premises without permission;



     (2) Changes the Premises structure without Landlord’s written permission, or damages the
Premises or its common areas, and does not repair and recover same within the required time after
Landlord’s written notification thereof.



     (3) Changes the Permitted Purpose without permission or conducts illegal acts using the
Premises.



     (4) Fails to pay the rent and property management fee pursuant to this Agreement for one
months and such failure is not cured within the period as specified in Landlord’s written notice
thereof.



     (5) Fails to remedy any material breach within thirty (30) days after Landlord’s written
notice provided such breaches can actually be remedied within such period.



     In case the Agreement is terminated by Landlord because of the above mentioned uncured
material breach activities, Tenant shall pay up all accounts








 









 





payable up to termination date and
return the Premises pursuant to the provisions in Term 2, Article 7. Besideds the rights Landlord
is entitled to under this Agreement and any other remedy available at law, Landlord has the right
to seize the Deposit paid by Teant as the breach penalty. If the Deposit is not sufficient to
recover Landlord’s loss, Tenant shall compensate Landlord for the difference.









     3. Tenant shall compensate Landlord or any third party’s direct loss for Tenant’s violation of
any other obligations under this Agreement.








Article 10 Force Majeure




     In the event any obligations under this Agreement, in whole or in part, can not be fulfilled,
or is delayed, directly due to earthquake, typhoon, floods, fires, war or any other unforeseeable
force majeure, the party claiming force majeure shall immediately notify the other party together
with documentation, issued by a local authorized organization with jurisdiction where the force
majeure event occurs sufficient to








 









 




prove the existence of the force majeure event. In case such
authorized organization is unable to issue such document due to the force majeure event, the two
parties can negotiate for appointing a mutually agreed to entity to evaluate and issue such
confirming documentation. The two parties shall consult and decide whether to terminate the
Agreement, or exempt any default liabilities, or postpone the Agreement based on how much the
Agreement is influenced by such force majeure event.









Article 11 Entire Agreement




     This Agreement constitutes the entire, final and complete agreement between the Landlord and
Tenant regarding the subject hereof and supersedes any and all prior or contemporaneous agreements,
understandings, and communication, whether written or oral. Nevertheless this clause does not
prevent the parties from entering into any further amendments after the Agreement takes effect.








Article 12 Titles




     All titles and subtitles in this Agreement are inserted for convenience of reading and shall
not influence the interpretation of the provisions of this Agreement.








 









 










Article 13 Confidentiality




     1. The Parties agree that any and all materials and information arising from or in connection
with the Agreement, especially the rent clause, shall be regarded as confidential information,
which should not be disclosed to any third party without prior written consent from the other
party.



     2. The confidentiality obligation shall survive the termination of the Agreement for another
five (5) years.



     3. The parties shall not disclose any confidential information that is acquired from the other
party in the process of performing this Agreement, including but not limited to, trade secrets,
technical secrets, business plans, etc., to any third party without the prior written consent of
the other party, otherwise the breaching party shall compensate any incurred losses to the other
party.








 









 








 [PERSONAL INFORMATION OMITTED]







 518129



 [PERSONAL INFORMATION OMITTED]



 [PERSONAL INFORMATION OMITTED]



 [PERSONAL INFORMATION OMITTED]







 [PERSONAL INFORMATION OMITTED]







 310053



 [PERSONAL INFORMATION OMITTED]



 [PERSONAL INFORMATION OMITTED]



 [PERSONAL INFORMATION OMITTED]








 









 










310053









	 	 	 
	

	 	[PERSONAL INFORMATION OMITTED]

[PERSONAL INFORMATION OMITTED]

[PERSONAL INFORMATION OMITTED]











Article 14 Notice




     All notices related to this Agreement shall be in writing and shall be delivered by personal
service, express mail (including registered mail and EMS) or facsimile (Any such written notice
shall also accompanied by Email to relevant contact person). The delivered date is confirmed as
follows:



     (1) For personal service, Express: will be deemed given on the date when the notice is sent
to personal service or express



     (2) For mail: will be deemed given on the third day after the registered mail or EMS is sent.



     (3) For facsimile: will be deemed given when the notice is successfully faxed as displayed by
fax machine.



     Landlord Address: Bantian, Longgang District, Shenzhen



     Landlord name: Huawei Technologies Co., Ltd.



     Attention: [PERSONAL INFORMATION OMITTED]



     Address: Construction and Property Management Department, Bantian, Longgang District, Shenzhen



     Postcode: 518129



     Telephone: [PERSONAL INFORMATION OMITTED]








 









 





     Facsimile[PERSONAL INFORMATION OMITTED]



     Email: [PERSONAL INFORMATION OMITTED]



     Tenant Address: No. 310 Liuhe Road, Binjiang District, Hangzhou



     Tenant name: Hangzhou H3C Technologies Co., Ltd



     Attention: [PERSONAL INFORMATION OMITTED]



     Address: Administrative Management Department, No. 310 Liuhe Road, Binjiang District,
Hangzhou



     Postcode: 310053



     Telephone: [PERSONAL INFORMATION OMITTED]



     Facsimile: [PERSONAL INFORMATION OMITTED]



     Email: [PERSONAL INFORMATION OMITTED]



     All notice sent by Landord to Tenant under this clause shall be simultaneously copied to
Tetant’s legal department as follows:



     Hangzhou H3C Technologies Co., Ltd



     No. 310 Liuhe Road, Binjiang District, Hangzhou, Zhejiang,P.R.C



     Attention : Legal Department



     Telephone : [PERSONAL INFORMATION OMITTED]



     Facsimile : [PERSONAL INFORMATION OMITTED]



     Email : [PERSONAL INFORMATION OMITTED]



     During the Term, if either party wants to change its notice information, it shall immediately
notify the other party in writing, otherwise it shall be responsible for any resulting late or
failed delivery.








 









 






Article 15 Miscellaneous









     1. The Agreement will come into effect when sealed and signed by authorized representative of
both parties and will be automatically terminated when the Agreement’s Term, including any
extensions thereto, ends.








     2. The Parties can amend or terminate this Agreement through mutual written agreement affixed
with seals and signatures of both parties.








     3. The parties may establish supplementary provisions for unsettled issues, provided such
provisions are in accordance with all applicable state and local laws and regulations. All the
supplementary provisions will become a part of the Agreement. If there are any conflicts between
the terms of the Agreement and the supplementary provisions, the supplementary provisions shall
prevail.



     



     4. Any disputes in connection with this Agreement shall be settled through amicable
negotiation between the parties. If no settlement can be reached, both parties shall submit the
disputes to the Hangzhou Arbitration Commission and in accordance








 









 




with its then current arbitration
rules. The arbitral award is final and binding upon both parties.




     



     5. This Agreement shall be executed in eight (8) counterparts, Landlord shall retain four (4)
originals and Tenant shall retain four (4), each of which shall be deemed an equally valid
original.








     6. This contract is signed and excuted under Chinese and English language with the same force.
In case any discrepancy and/or inconsistency of interpretations arises, the Chinese version shall
prevail.



     



     7. Property Management Agreement shall be signed seperately by both parties besides this
Agreement.








	 	 	 
	Landlord: Huawei Technologies Co., Ltd

	 	Tenant:Hangzhou H3C Technologies Co., Ltd











 









 






	 	 	 
	 ILLEGIBLE

	 	 Caleb Lo
	Authorized Representative:

	 	Authorized Representative:
	 CFO
	Date: 12/31/08

	 	Date: