Unassociated Document


    Exhibit
      4.42

     

    Chinachem
      Group

     

    18th
      June
      2007

     

    Asian
      World Enterprises Co. ltd.

    Suite
      UG202, Chinachem Golden Plaza

    77
      Mody
      Road, Tsimshatsui East

    Kowloon


     

    Attn
      : Ms. Betty Yip

     

    Dear
      Sirs.

     

    
      	
              Re

            	
              :

            	
              Suite
                1501, 15th Floor, Chinachem Golden Plaza, 77 Mody Road, Tsimshatsui
                East,
                Kowloon.

            


    

     

    We
      refer
      to your interest in leasing of the above premises and are pleased to set out
      herewith the terms and conditions which the Landlord would be willing to offer
      :

     

    
      	
              1.

            	
              Landlord

            	
              :

            	
              Hollywood
                Palace Company Ltd.

            


    

     

    
      	
              2.

            	
              Tenant

            	
              :

            	
              Asian
                World Enterprises Co. Ltd.

            


    

     

    
      	
              3.

            	
              Premises

            	
              :

            	
              Suite
                1501, 15th Floor, Chinachem Golden
                Plaza

            


    

     

    
      	
              4.

            	
              Area

            	
              :

            	
              3,618
                sq.ft. gross

            


    

     

    
      	
              5.

            	
              Term
                of Tenancy

            	
              :

            	
              2
                years

            


    

     

    
      	
              6.

            	
              Commencement
                Date

            	
              :

            	
              15th
                August 2007

            


    

     

    
      	
              7.

            	
              Monthly
                Rent

            	
              :

            	
              HK$79,596.00
                per calendar month

            


    

     

    
      	
              8.

            	
              Management
                Fee

            	
              :

            	
              The
                initial charge for management fee will be HK$1.50 per square foot
                gross
                per month which sum shall be subject to review based upon increase
                in the
                costs of service provided.

            


    

     

    
      	
              9.

            	
              Air-conditioning
                Fee

            	
              :

            	
              The
                initial charge for air-conditioning charge will be HK$1.50 per sq.ft.
                gross per month which sum shall be subject to review based upon increase
                in the cost of supply. Normal operation hour will be as
                follows :-

            


    

     

    
      	
            	 	 	
              Mondays-Fridays   8:30
                a.m. to 6:00 p.m.

              
                Saturdays                                    
                  8:30
                  a.m. to 6:00
                  p.m.                   

                Sundays
                  & Public
                  Holidays                         
                  NIL

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Rent
                Free Period

            	
              :

            	
              No
                rent and air-conditioning charges will be charged for the 1st and
                2nd
                months and rent free only for the 24th month of the term mentioned
                above.
                However, the rent free period will not be free of any other outgoing
                that
                Tenant covenants to pay under the Tenancy and shall be paid up in
                full
                upon signing of the Tenancy Agreement. If the Tenant commence business,
                the air-conditioning charge will become
                payable.

            


    

     

    
      	
              11.

            	
              Additional
                Air-conditioning

            	
              :

            	
              The
                charge for additional air-conditioning services outside normal operation
                hour requested by the Tenant shall be at such rate as shall be determined
                by the Landlord according to the costs of
                supply.

            


    

     

    
      	
              12.

            	
              Government
                Rates

            	
              :

            	
              Government
                rates will be charged to the Tenant’s account quarterly in advance and
                prior to formal assessment by Rating and Valuation Department will
                be
                charged at 5% on rental payable per month any adjustment necessary
                will be
                made upon such formal assessment.

            


    

     

    
      	
              13.

            	
              Deposit

            	
              :

            	
              The
                following deposit shall be payable by the Tenant
                :-

            


    

     

    
      	
            	 	 	
              1)  Upon
                signing of this Letter of Offer :-

            


    

     

    
      	
            	
              a)

            	
              One month’s
                rent

            


    

     

    
      	
            	 	 	
              2)  Upon
                signing of the Tenancy Agreement :-

            


    

    

      
        	
              	
                a)

                b) 

                c) 

              	
                Two
                  months’ rent

                Three months’ management fee

                Three months’ air-conditioning
                  fee

              


      

    

     

    
      	 	 	 	The
              deposit may have to be topped-up by Tenant from time to time such that
              it
              maintains an amount equivalent to three months’ rent, management fee and
              air-conditioning charge.


      	 	 	 	 


      	
              14.

            	
              Advance
                Charges

            	
              :

            	
              All
                payments of rent, management fee and air-conditioning charges shall
                be
                payable monthly in advance on the 1st day of each calendar month
                and the
                rates shall be payable quarterly in advance on the 1st day of January,
                April, July and October throughout the term of Tenancy. The first
                of such
                payments to be paid upon execution of the Tenancy
                Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              15.

            	
              User

            	
              :

            	
              The
                use of the premises will be restricted to office use
                only.

            


    

     

    
      	
              16.

            	
              Fitting
                out

            	
              :

            	
              The
                Tenant shall not commence any fitting out works to the said premises
                without the prior written approval by the Landlord of plans and
                specifications submitted by the
                Tenant.

            


    

     

    
      	
              17.

            	
              Decoration
                Deposit

            	
              :

            	
              The
                Tenant shall pay a decoration deposit in a sum of HK$18,090.00 upon
                execution of the Lease. The decoration deposit will be refunded after
                deduction, if any, to the Tenant after completion of the fitting
                out
                works.

            


    

     

    
      	
              18.

            	
              Nominated
                Contractor

            	
              :

            	
              All
                electrical wiring installations and fitting from the building, meter
                room
                to the Tenant’s meter and/or main MCB switch, all alteration and/or
                installation works relating to plumbing and drainage, air-conditioning,
                structural and fire services within the premises shall be undertaken
                by
                the Landlord’s nominated
                contractors.

            


    

     

    
      	
              19.

            	
              Cleaning
                Contractor

            	
              :

            	
              The
                Tenant shall be responsible for the general cleaning service to the
                interior of the demised premises and to appoint only such cleaning
                contractor nominated by the Landlord or to employ his own employee
                for the
                cleaning of the demised premises.

            


    

     

    
      	
              20.

            	
              Name
                of Building

            	
              :

            	
              The
                Landlord reserve the right to name or rename the Building with any
                such
                name or style as it in its absolute discretion may determine and
                at any
                time and from time to time to change alter substitute or abandon
                any such
                name provided that the Landlord shall give the Tenant and the Postal
                and
                other relevant Government Authorities not less than three months’ notice
                of its intention to do so.

            


    

     

    
      	
              21.

            	
              Signage

            	
              :

            	
              The
                Tenant shall not affix or display within or outside premises any
                writing,
                sign, poster, flag or other device notice whether illuminated or
                not which
                may be visible from outside of the premises without the prior consent
                in
                writing by the Landlord.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              22.

            	
              Sub-Letting

            	
              :

            	
              The
                Tenant shall not assign, sublet, license or part with possession
                of the
                premises or any part thereof.

            


    

     

    
      	
              23.

            	
              Alteration
                to Building

            	
              :

            	
              The
                Landlord reserve to the right from time to time to improve extend
                add or
                reduce the common areas and/or the common facilities of the Building
                or
                any part thereof or in any manner whatsoever alter or deal with the
                Building or any part thereof (other than the Premises) Provided always
                that in exercising such right the Landlord will endeavour to cause
                as
                little inconvenience to the Tenant as is practicable under the
                circumstances.

            


    

     

    
      	
              24.

            	
              Landlord’s
                Provision

            	
              :

            	
              The
                Landlord agrees to provide the material of ceiling tiles, ceiling
                grilles,
                light boxes, sterling carpet and fancoil units without installation
                to the
                Tenant in our standard quantity upon the Tenant’s request not later than
                14th October 2007. All material shall be picked up at the Landlord’s
                warehouses in different places. Should the Tenant request the delivery,
                all costs will be borne by the
                Tenant.

            


    

     

    
      	
              25.

            	
              Special
                Condition

            	
              :

            	
              The
                premises will be delivered to the Tenant in “bareshell” condition and the
                Tenant shall bear its own decoration and installation costs for the
                premises and upon earlier determination or expiration of the Tenancy,
                the
                Tenant shall upon the Landlord’s request remove at the Tenant’s own costs
                such fittings, partitions, ceiling, air-conditioning ductings, fancoil
                units and decoration and restore and reinstate the Premises to a
                good and
                tenantable condition.

            


    

     

    
      	
              26.

            	
              Handling
                Charges

            	
              :

            	
              The
                Tenant shall pay a handling charge of HK$500.00 to the Landlord for
                the
                preparation of the Tenancy Agreement of the captioned
                premises.

            


    

     

    
      	
              27.

            	
              Redevelopment

            	
              :

            	
              The
                Tenant hereby agrees that if any time during the term hereby created
                the
                Landlord shall redevelop the building by serving 6 months’ prior written
                notice to the Tenant and the Tenancy shall cease and be void upon
                the
                expiration of the notice.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              28.

            	
              Formal
                Tenancy Agreement

            	
              :

            	
              The
                Tenant shall be required on or before 14th August 2007 to sign a
                Formal
                Tenancy Agreement which shall be in such terms as the Landlord may
                in its
                absolute discretion determine and to pay the balance of deposits
                and such
                rentals and other charges as may be required by the Landlord. Should
                the
                Tenant fail to sign the Formal Tenancy Agreement or pay the balance
                of
                deposit or any rentals or charges on or before the date aforesaid,
                the
                Landlord shall be entitled to forfeit all payments that have been
                made by
                the Tenant together with the tenancy created hereunder if any and
                to
                re-enter upon the said premises if the same have been delivered to
                the
                Tenant without prejudice to any other rights of the Landlord hereunder
                or
                otherwise.

            


    

     

    
      	
              29.

            	
              Stamp
                Duty

            	
              :

            	
              To
                be shared equally between the
                parties.

            


    

     

    
      	
              30.

            	
              Time
                Limit

            	
              :

            	
              This
                offer is valid until 5:00 p.m. on 25th June
                2007.

            


    

     

    Please
      confirm your acceptance as set out above by signing and returning the duplicate
      of this letter together with your cheque in a sum equivalent to one month’s rent
      by way of initial deposit made payable to “Chinachem
      Agencies Limited”.

     

    If
      you
      wish to discuss this matter in further detail, please do not hesitate to contact
      our Mr. Gipsy Yung or the undersigned.

     

    
      	Yours
              faithfully,
              For
                and on behalf of

              Chinachem
                Agencies Limited 

            	Accepted by:
	 	 
	 	 
	/s/
              W.K.TAM	 
	 	 
	 	 
	
              W.K.
                Tam

              Manager

              Encl.   

            	
              /s/ Jeff Hsieh

              
                

              

              Company Chop &

              Authorized
                SignatureEncl.

            


    

    WT/cmy