SUPPLEMENT
TO LEASE AGREEMENT -LE0603
THIS
SUPPLEMENT TO LEASE AGREEMENT is made and effective as of
January 1st, 2007, by and between Shanghai Yuan Hao Electronic
Co., Ltd. (“Landlord”) and Shanghai Kai Hong
Technology Co., Ltd. (“Tenant”).
RECITALS
A.
Pursuant
to a Lease Agreement (the “Lease”) dated as of
June 28th, 2004, Landlord has leased to Tenant certain
premises located at No.1 Lane 18 San Zhuang Road, Songjiang
Export Processing Zone , Shanghai, China (the
“Premises”).
B.
Landlord
and Tenant each desires to amend the Lease to provide for the
safe and lawful disposal of all waste and scraps resulting
from Tenant’s business conducted on the Premises, all on
the terms and conditions contained in this
Supplement.
NOW,
THEREFORE, in consideration of the premises and of the mutual
covenants contained in this Supplement, the parties agree as
follows:
1.
Disposal of Waste and Scraps .
(a)
Landlord
shall collect, store, safeguard, transport and dispose of, in
a safe and lawful manner, all waste and scraps, whether or not
hazardous, of every kind and description, which result from or
are produced by or arise in connection with Tenant’s
business operations conducted on the Premises, including, but
not limited to, those types of waste and scraps set forth
on
Exhibit A hereto,
as the same may be amended from time to time by Tenant upon written
notice to Landlord.
(b)
Landlord
shall have the right to retain such persons (collectively,
the ”Agents” and individually, an
“Agent”) as it may select to assist it in
rendering its services under this Supplement;
provided ,
however, that each such person shall be engaged in the rendering of
such services as its principal business;
provided ,
further, that the selection of each Agent shall be subject to
Tenant’s approval, which approval shall not be unreasonably
withheld. Landlord shall cause each Agent to deliver to Tenant a
writing agreeing to be bound by the provisions of this Supplement.
Notwithstanding anything to the contrary in this Supplement,
Landlord shall remain responsible for the rendering of services by
the Agents in accordance with the terms of this Supplement.
Landlord shall provide to Tenant a copy of each agreement with an
Agent regarding the rendering of services in accordance with this
Supplement.
(c)
Landlord
shall hold and maintain, and shall cause each Agent to hold
and maintain, during the Term (as defined below) all
governmental permits, licenses or approvals required to
legally perform its duties under this Supplement and to comply
with all laws, rules and regulations of all governmental
authorities relating to the performance of its duties under
this Supplement.
2.
Books and Records .
(a)
Landlord
shall establish and maintain, and shall cause each Agent to
establish and maintain, during the Term complete and accurate
records relating to the services rendered by it under this
Supplement.
(b)
During
the Term, and for five (5) years thereafter, Tenant and its
representatives, accountants and attorneys shall have the
right, during normal business hours, on twenty-four (24) hours
prior written notice, to inspect, copy and make extracts from
all such records, at the offices of Landlord set forth in
Section 5(e), in order to verify compliance by Landlord and
the Agents of their obligations under this
Supplement.
(c)
During
the Term, Tenant shall have the right, at any time and without
notice, to enter into and to inspect the premises of Landlord
or any Agent in order to verify compliance by Landlord and the
Agents of their obligations under this
Supplement.
(a)
Unless
sooner terminated as provided below, the term (the "Term") of
the Landlord’s rights and duties under Section 1
shall commence on the date hereof and end on December 31,
2007 and shall be renewed automatically thereafter for
successive one (1) year terms unless written notice of
termination is given by either party to the other not less
than thirty (30) days before the end of the initial term
or any subsequent one (1) year renewal term.
Notwithstanding anything to the contrary in this Section 3(a),
the Term shall end no later than June 28, 2009.
(b)
The
Term shall terminate prior to the expiration of its stated
term at the option of either party, if the other party shall
fail to perform in any material respect any material
obligation to be performed by it under this Supplement and
such failure is not cured within ten (10) days after written
notice of such failure is given by the terminating party to
the defaulting party.
4.
Fees .
(a)
Tenant
shall pay to Landlord a management fee equal to two percent
(2%) of any amounts actually paid to Agents and received from
Agents by Landlord in connection with the disposal of waste
and scraps under this Supplement.
(b)
Tenant
shall reimburse Landlord for all fees actually paid by
Landlord to Agents in connection with the disposal of waste
and scraps under this Supplement, less any amounts received by
Landlord in connection therewith with the disposal
thereof;
provided ,
however, that such fees shall not exceed the amounts set forth
on
Exhibit A hereto
without Tenant’s written consent. Landlord and Tenant shall
review such fees in light of the market prices for such services on
a quarterly basis;
provided ,
however, that neither party shall be required to agree to an
increase or decrease in the amount of such fees.
(c)
Tenant
shall pay all amounts due under this Section 4 within thirty
(30) days after receipt of a written invoice therefore,
together with such information (including invoices of the
Agents) as Tenant reasonably requires to verify the amount
due.
5.
Miscellaneous .
(a)
Landlord
acknowledges that (i) it will obtain knowledge of
confidential information of Tenant during the Term, including,
but not limited to, designs and other data and information of
a proprietary nature which is not generally known to the
public ("Confidential Information"), and that
(ii) maintenance of the proprietary character of the
Confidential Information is important to Tenant and its
business operations. Landlord shall keep secret all
Confidential Information, shall not use Confidential
Information for any purpose other than as expressly authorized
hereunder and shall not disclose Confidential Information to
anyone except to the extent required in performing services
hereunder or the Confidential Information becomes publicly
available through no fault of Landlord.
(b)
Landlord
shall indemnify Tenant and hold it harmless against and in
respect of any and all payments, damages, demands, claims,
losses, expenses, costs,
