1
Exhibit 10.2
THIS AGREEMENT made the 24th day of September, One thousand
nine hundred and ninety-eight
BETWEEN
ASTORIA INVESTMENT COMPANY LIMITED whose registered office is situate at Xxxx
0000, Wing on House, 00 Xxx Xxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (hereinafter called
"the Landlord") of the one part and
ROAD CHAMPS LIMITED whose registered office is situate at Xxxxx 0000-0, 00/X.,
Xxxxxxxxx Xxxxxx, 00 Xxxx Xxxx, Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx
(hereinafter called "the Tenant") of the other part.
WHEREBY IT IS AGREED by and between the parties hereto as follows: -
1. The Landlord hereby lets to the Tenant and the Tenant takes from
the Landlord the premises known as Unit 1014 on 10th Xxxxx, Xxxxxxxxx Xxxxxx,
Xx. 00 Xxxx Xxxx, Xxxxxxx, Xxxx Xxxx (hereinafter called "the said premises")
Together with the right in common with the Landlord and others having the like
right to use go pass and xxxxxx up down over and upon the common parts including
inter alia entrance passages halls staircases and lifts so far as the same are
necessary for the proper enjoyment of the said premises subject to the term and
conditions hereinafter contained TO HOLD the same unto the Tenant for the term
of ONE YEAR SIX MONTHS AND FOURTEEN DAYS commencing from the 1st day of
September 1998 and expiring on the 14th day of March 2000 at a rent of HONG KONG
DOLLARS THIRTY-THREE THOUSAND AND EIGHTY-TWO ONLY (HK$33,082.00) Hong Kong
Currency per calendar month payable in advance on the 1st day of each and every
calendar month without deduction Provided Further that the last of such payment
shall be made pro-rate according to the number of days then unexpired in the
month on which such payment is made.
2. It is hereby agreed and declared that the said premises are let
for the use of an office by the Tenant only.
3. The tenant hereby agrees with the Landlord as follows: -
(a) To pay the said rent at the times and in the manner aforesaid.
(b) To pay and discharge all rates taxes assessments duties charges
impositions and other outgoings now or at any time hereafter to
be imposed or charged by the Government of Hong Kong or other
lawful authority in respect of the said premises upon the owner
or occupier in respect thereof (Government Rent, Property Tax
and all other outgoings of a capital or non-recurring nature
excepted).
(c) To pay all charges for electricity, water and gas consumed by
the Tenant in the said premises and all service, maintenance
charges and management fees
1
2
payable in respect of the said premises, including the deposits
for the meters therefor.
(d) To well and sufficiently paint maintain and keep in good repair
and condition the interior of the said premises, the furniture
and fittings (if any) and all the Landlord's fixtures and
additions thereto (fair wear and tear expected). In particular,
the Tenant will at its own expense replace any broken or damaged
window panes, fancoils, pipes, wires, drains, taps, wash-basins
and cisterns on the said premises save and except damaged caused
by the agent or servant of the Landlord.
(e) To take all diligent precautions and due care to protect the
interior of the said premises against damage by fire storm
typhoon or the like.
(f) To permit the Landlord and its agents with or without workmen or
others at all reasonable times and upon reasonable notice being
given to the Tenant to enter upon the said premises and to view
the condition thereof and upon notice being given by the
Landlord forthwith to repair in accordance therewith. Upon the
Tenant failing to comply with the said notice the Landlord or
its agents shall be entitled with or without workmen or others
at all reasonable times and upon reasonable notice being given
to the Tenant to enter upon the said premises to carry out any
repair and the Tenant shall be liable to pay the Landlord's cost
of carrying out any such repair and incidental charges provided
that in the event of any emergency the Landlord its servants or
agents may enter without notice and forcibly if necessary,
provided that the Landlord shall keep the Tenant indemnified for
any loss and damages caused by the negligence of the Landlord or
its agents in gaining such entry.
(g) Not without the previous written consent of the Landlord (which
consent shall not be unreasonably withheld or delayed) to erect
install or alter any fixtures partitioning or other erection or
installation in the said premises or any part thereof or without
the like consent to make or permit or suffer to be made
alterations in or additions to the electrical/gas wiring/piping
and installations or to install or permit or suffer to be
installed any equipment apparatus or machinery which imposes a
weight on any part of the flooring in excess of that for which
it is designed or which requires any additional electrical/gas
main wiring/piping or which consumes electricity/gas not metered
through the Tenant's separate meter. The Landlord shall be
entitled to prescribe the maximum weight and permitted locations
of safes and other heavy equipment and to require that the same
stand on supports of such dimensions and material to distribute
the weight as the Landlord may deem necessary.
(h) Not to transfer assign underlet or otherwise part with the
possession of the said premises or any part thereof either by
way of subletting lending sharing or other means whereby any
person or persons not party to this Agreement obtains the use or
possession of the said premises or any part thereof irrespective
of whether any rental or other consideration is given for such
use or possession and in the event of any such transfer
subletting sharing assignment or parting with the possession of
the said premises (whether for monetary consideration or not)
this Agreement shall at the discretion of the Landlord determine
and the Tenant shall forthwith surrender the said premises to
the Landlord. The tenancy shall be
2
3
personal to the Tenant named in this Agreement and without in
any way limiting the generality of the foregoing, the following
acts and events shall, unless previously approved in writing by
the Landlord (which approval the Landlord shall not be
unreasonably withheld) be deemed to be breaches of this
subclause: -
(1) in the case of a Tenant which is a partnership, the
taking in of one or more new partners whether on the
death or retirement of an existing partner or otherwise.
(2) in the case of a tenant who is an individual (including
a sole surviving partner of a partnership tenant) the
death, insanity or other disability of that individual
to the intent that no right to use, possess, occupy or
enjoy the said premises or any part thereof shall vest
in the executors, administrators, personal
representatives, next of kin, trustee or committee of
any such individual.
(3) in the case of a tenant which is a corporation any
take-over reconstruction, amalgamation, merger,
voluntary liquidation or change in the person or persons
who owns or own a majority of its voting shares or who
otherwise has or have effective control thereof.
(4) the giving by the Tenant of a Power of Attorney or
similar authority whereby the donee of the Power obtains
the right to use, possess, occupy or enjoy the said
premises or any part thereof or does in fact use, occupy
or enjoy the same.
(5) the change of the Tenant's business name without the
previous written consent of the Landlord which consent
shall not be withheld or delayed.
(i) Not to do or permit or suffer to be done in or upon the said
premises or any part thereof any act or thing which may be or
become or cause a nuisance annoyance damage or disturbance to
the Landlord or to any of the tenants or occupiers of the other
parts of the said building or of the neighboring premises or
which shall amount to a breach or non-observance of any of the
covenants and conditions contained in the Government Lease of
the said premises, the Occupation Permit and the Deed of Mutual
Covenant or which shall be in anywise against the laws of
regulations of the Government of Hong Kong.
(j) Not to keep or store or cause or permit or suffer to be kept or
stored any arms, ammunition, gunpowder, salt-xxxxx, or other
explosive or inflammable substance in the said premises.
(k) Not to use or permit or suffer to be used the said premises or
any part thereof for any illegal or immoral purposes.
(l) To observe and comply with all house rules and regulations made
by the appropriate management authorities relating to the use
and management of the common parts of the said building.
(m) Not to do or permit or suffer to be done anything in or upon the
said building and the said premises which may infringe any laws,
regulations, bye-laws and rules and all notices and requirements
of the Governmental Departments and other competent authorities
in connection with or in relation to the use and occupation of
the said premises and the said building.
3
4
(n) Not to do or cause or permit or suffer to be done anything
whereby the policy or policies of insurance on the said premises
and/or the said building against damage by fire or against other
damages howsoever caused may be rendered void or voidable or
whereby the premium for such insurance may be liable to be
increased and the Tenant shall indemnify the Landlord against
such increased or additional premium as shall have been brought
about or caused by its act or default.
(o) Not to obstruct or permit any employee or agent to obstruct any
passageway lift staircase entrance exit or other common parts of
the said building, and it is hereby expressly agreed that if any
such obstruction shall happen and the Tenant shall fail to
remove the same immediately upon request either to the Tenant or
to the person then in charge of the said premises on the
Tenant's behalf, the Landlord shall be entitled to dispose of
the same in whatever manner the Landlord shall deem fit
including inter alia destroying and disposing of the same as
rubbish and selling the same on such terms and conditions as the
Landlord may deem fit.
(p) Not to use the verandah of the said premises for the purpose of
drying or hanging any clothing and not to exhibit or display
anything on or near the verandah of the said premises or any
part thereof in such a manner which will affect the appearance
of the said building.
(q) Not to erect or permit to be erected outside the said premises
any wireless or television aerial nor do to permit to be done
anything to the external walls of the said premises which will
affect the appearance of the said building.
(r) Not to place or allow to be placed any showboard name-xxxx
placard advertisement or notice of any description upon the
external walls and the windows of the said premises.
(s) Not to keep in the said premises any animal or domestic pet
without the prior consent of the Landlord.
(t) To pay and make good to the Landlord all and every loss and
damage whatsoever incurred or sustained by the Landlord as a
consequence of every breach or non-observance of the Tenant's
obligations and stipulations herein contained and to indemnify
the Landlord from and against all actions claims liability costs
and expenses thereby arising.
(u) At the expiration or sooner determination of this Agreement to
deliver up to the Landlord the said premises in particular the
furniture and fittings (if any) in good clean and tenantable
repair and condition (fair wear and tear excepted) as aforesaid
together with any additional erections alterations or
improvements which the Tenant may with the consent of the
Landlord as aforesaid have made upon or in the said premises
without payment of any compensation for such additional
erections alterations or improvements.
(v) To allow at all reasonable times by appointment within three
calendar months immediately preceding the expiration of the said
term prospective Tenants or occupiers to inspect the said
premises.
4. The Landlord hereby agrees with the Tenant as follows: -
4
5
(a) That the Tenant paying the rent hereby reserved and performing
and observing the terms and conditions herein contained and on
the part of the Tenant to be performed and observed may
peaceably hold and enjoy the said premises during the said term
without any interruption by the Landlord or any person lawfully
claiming through or under it.
(b) To pay Government rent, property tax and all outgoings of a
capital or non-recurring nature which are now or may hereafter
during the said term be imposed by the Government upon the said
premises.
(c) To use its best endeavor at the Landlord's expense to procure
the manager of the said building to maintain the main walls,
main drains and main pipes, main structures, roof, lifts,
electricity cables and all common areas and facilities of the
said building and/or the said premises in good and substantial
repair and condition throughout the said term.
5. PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED AND DECLARED as follows: -
(a) If the rent reserved or any part thereof shall be unpaid for
seven (7) days after becoming payable (whether legally or
formally demanded or not) or if the Tenant shall fail or neglect
to perform or observe any term or condition herein contained and
on the Tenant's part to be performed or observed or if the
Tenant shall become bankrupt or in the case of a limited company
shall go into liquidation or if a petition for the Tenant's
bankruptcy or winding up, as the case may be, shall have been
filed or if the Tenant shall enter into any composition or
arrangement with creditors or shall suffer the Tenant's goods or
other property to be levied on execution then and in any of the
said cases it shall be lawful for the Landlord at any time
thereafter to determine this Agreement and to re-enter the said
premises or any part thereof in the name of the whole but
without prejudice to any right of action of the Landlord in
respect of any breach of the Tenant's terms and conditions
herein contained and the deposit paid hereunder shall be
forfeited to the Landlord but without prejudice to the
Landlord's right to claim any further damages which the Landlord
shall have sustained or may sustain and a written notice served
by the Landlord on the Tenant to the effect that the Landlord
thereby exercises the power of re-entry and determination
hereinbefore contained shall be a full and sufficient exercise
of such power.
(b) In the event of any breach of any term or condition on the part
of the Tenant herein contained, the Landlord shall not by
acceptance of rent or by any other act whatsoever or by any
omission be deemed to have waived any such breach of term or
condition notwithstanding any rule of law or equity to the
contrary and that no consent to or waiver of any breach shall be
binding on the Landlord unless the same is in writing of the
Landlord. Notwithstanding anything hereinbefore contained in the
event of default in payment by the Tenant in respect of any
payments to be made hereunder for a period of seven days from
the date on which the same falls due for payment, the Tenant
shall further pay to the Landlord on demand interest on the
amount in arrears at the rate of 1.5 per cent (1.5)% per
5
6
month calculated from the date on which the same becomes due for
payment until the date of payment as liquidated damages and not
as penalty provided that the demand and/or receipt by the
Landlord of interest pursuant to this provision shall be without
prejudice to and shall not affect the right of the Landlord to
exercise any other right or remedy hereof (including the right
of re-entry) exercisable under the terms of this Agreement.
(c) For the purpose of this Agreement any act default neglect or
omission of any servant, agent, licensee, visitor and invitee of
the Tenant shall be deemed to be the act default neglect or
omission of the Tenant.
(d) In the event of the said premises or any part thereof at any
time during the said term being damaged or destroyed by acts of
war fire typhoon earthquake flood white ants or subsidence of
the soil so as to render the same unfit for occupation and use
and the cause of which is not attributable to the acts or
omission of the Tenant then the rent hereby reserved or a fair
proportion thereof according to the nature and extent of the
damage sustained shall cease to be payable until the said
premises shall have been again rendered fit for occupation and
use PROVIDED ALWAYS that should the whole of the said premises
or the greater part thereof be so destroyed or damaged by the
happening of any of the above events as to be unfit for use and
occupation the Landlord shall not be required to rebuild or
reinstate the said premises or the said building if by reason of
the condition of the same or any local Regulations or other
circumstances beyond the control of the Landlord it is not
practicable or reasonable to do so Provided that if the Landlord
shall fail to reinstate or cause to be reinstated the said
premises or the said building within six months of receiving a
written notice to reinstate the same from the Tenant or if the
said premises or the greater part thereof or the said building
remain uninhabitable or inaccessible for a period of one month
the Tenant may forthwith or within a reasonable time thereafter
by a written notice terminate this Agreement and thereupon the
same and everything herein contained shall be void as from the
date of occurrence of such damage or destruction and the
Landlord shall forthwith refund to the Tenant the said deposit
or the balance thereof but without prejudice to the rights and
remedies of either party against the other in respect of any
antecedent claim or breach or covenant.
(e) Any notice required to be served hereunder shall be sufficiently
served on the Tenant if delivered or sent by post or left
addressed to it at the said premises or at its registered office
in Hong Kong and any notice to the Landlord shall be
sufficiently served if sent to the Landlord by post at the
Landlord's registered office in Hong Kong. A notice sent by post
shall be deemed to have been received at the time when in due
course of post it would be delivered at the address to which it
is sent.
(f) For the purpose of distress for rent in terms of Part III of the
Landlord and Tenant (Consolidation) Ordinance (Cap. 7) and for
the purpose of this Agreement the rent in respect of the said
premises shall be deemed to be in arrears if not paid in advance
at the time and in the manner hereinbefore provided for payment
thereof.
6
7
(g) The Tenant shall not be entitled to any compensation or
abatement of rent in respect of any failure howsoever caused in
respect of the lifts, electricity supply or other services
provided to the said building.
(h) The Landlord does not warrant that the light and air to the
premises would not be obstructed.
(i) The Landlord shall not be in any way liable to the Tenant or to
any person or persons claiming any right title or interest under
the Tenant or any person expressly or impliedly authorized by
the Tenant to enter leave or remain on the said building or any
part thereof for any damage to property or injury to person
which may be sustained by the Tenant or any such person or
persons as aforesaid on account of the defective or damaged
condition of the said premises the said building and the
Landlord's fixtures or fittings therein and any part thereof and
in particular the Landlord shall not be responsible to the
Tenant or any person or persons as aforesaid for any damage to
property or injury to person caused by or through or in any way
owing to the overflow of water or water leakage from any floor
flat or premises or any part of the said building any typhoon
electric current water pipes electric wiring or cables situated
upon under or in any way connected with the said premises and/or
the said building or dropping of cigarette ends broken pieces of
glass or other articles from any floor flat premises or any part
of the said building or neighborhood and the Tenant hereby
agrees to indemnify the Landlord against all claims demands
actions costs expenses whatsoever made upon the Landlord by any
person or persons in respect of the matters aforesaid and
further the Tenant shall be responsible for any damage which may
be done to any part of the said premises or to the Landlord's
fixtures and fittings therein.
6. (a) The Tenant shall on or before the signing hereof deposit
with the Landlord the sum specified in the Schedule hereto to
secure the due observance and performance by the Tenant of the
agreements stipulations and conditions herein contained and on
the Tenant's part to be observed and performed. The said deposit
shall be retained by the Landlord throughout the said term free
of any interest to the Tenant and in the event of any breach or
non-observance or non-performance by the Tenant or any of the
agreements stipulations or conditions aforesaid the Landlord
shall be entitled to terminate this Agreement in which event the
said deposit may be forfeited to the Landlord without prejudice
to the Landlord's right of action to claim for any monetary loss
or damage which the Landlord may sustain by reasons of the
aforesaid breach non-observance or non-performance.
Notwithstanding the foregoing the Landlord may in any such event
at its option elect not to terminate this Agreement but to
deduct from the deposit the amount of any monetary loss incurred
by the Landlord in consequence of the breach non-observance or
non-performance by the Tenant in which event the Tenant shall as
a condition precedent to the continuation of the tenancy deposit
with the Landlord the amount so deducted and if the Tenant shall
fail so to do the Landlord shall forthwith be entitled to
re-enter on the said premises or any part thereof in the name of
the whole and to determine this Agreement in which event the
deposit may be forfeited to the Landlord as hereinbefore
provided.
7
8
(b) Subject as aforesaid the said deposit shall be refunded to the
Tenant by the Landlord without interest within thirty days after
the expiration or sooner determination of this Agreement and
delivery of vacant possession to the Landlord against the Tenant
for any arrears of rent rates and other charges and for any
breach non-observance or non-performance of any of the covenants
agreements stipulations terms and conditions herein contained
and on the part of the Tenant to be observed or performed
whichever shall be the later.
7. It is hereby expressly declared that no key or construction
money or other premium of a similar nature has been paid by the Tenant or any
person or persons for and on behalf of the Tenant to the Landlord or any other
person for the grant of this tenancy.
8. Where more that one person is party hereto as Landlord or
Tenant, the expression "the Landlord" and "the Tenant" shall where the context
admits include all either or any of such persons and their liability contained
or implied herein shall be joint and several.
9. In this Agreement unless inconsistent with the context, words
denoting persons include corporations and firms; words denoting masculine gender
include feminine gender and neuter gender; and words denoting the singular
number include the plural number and vice versa.
10. Each party shall bear his own solicitors' costs charges and
expenses of and incidental to this Agreement and the stamp duty (including the
counterpart) and registration fee, if any, on this agreement shall be borne
equally by the parties hereto.
11. Notwithstanding anything herein contained, the Landlord hereby
agrees to grant a rent free period to the Tenant from 1st September 1998 to 7th
October 1998 for decoration purpose only. The management fee, air-conditioning
charges, government rates and all outgoings payable in respect of the said
premises for the said rent-free period shall be borne and paid by the Tenant
solely.
12. (a) The Tenant shall have an option to renew the tenancy of the
Premises and Rooms 1008-9 by giving to the Landlord 6 months
prior written notice before the expiration of the term hereby
granted of its desire to renew this Agreement of the Premises
and the respective agreement of Rooms 1008-9 and provided at the
date of service of notice there should be no subsisting breach
or breaches on the part of the Tenant to be observed and
performed and also the Tenant shall have performed and observed
the several covenants hereinbefore contained on its part to be
observed and performed up to the expiration of the term hereby
granted the Landlord shall let the Premises for a further term
of 1 (One) year from the expiration of the term hereby granted.
(b) The tenancy shall be renewed on the same terms and conditions as
this Agreement (save and except this Clause 12 and the rent free
period (if any)) and the monthly rent for the Premises shall be
the same as stated in Clause 1 of this Agreement and
HK$54,468.00 (Hong Kong Dollars Fifty Four Thousand Four Hundred
and Sixty-Eight )for Rooms 1008-9.
8
9
(c) The rights granted by this Clause are personal to the Tenant
alone and may only be exercised by it.
(d) If the Tenant shall fail to exercise the option to renew on the
terms and conditions aforesaid or be in breach of the terms and
conditions aforesaid or if the Tenant shall vacate or deserted
the Premises during the tenancy without the consent of the
Landlord, this option shall be null and void and the Landlord
shall be at liberty to deal with or otherwise dispose of the
Premises in such manner as it thinks fit.
AS WITNESS the hands of the parties hereto the day and year first above
written.
9
10
THE SCHEDULE
The deposits in the sum of HK$118,284.00 the breakdown of which
are as follows: -
(a) Rental deposit HK$ 99,246.00
(b) Management fee and
air-conditioning
charges deposit HK$ 19,038.00
-------------
HK$118,284.00
-------------
10
11
SIGNED by Xx. Xxxx Xxxxx Xxxxx ) /s/ Lauw Xxxxx Xxxxx
)
for and on behalf of the Landlord in the )
)
presence of: /s/ Xxx Xxxxx )
SIGNED by Xxxxxxx X. Xxxxxx ) /s/ Xxxxxxx X. Xxxxxx
)
for and on behalf of the Tenant in the )
)
presence of: /s/ Xxxxxxx Xxxx )
11
12
RECEIVED the day and year first above written )
)
of and from the Tenant HONG KONG DOLLARS ONE HUNDRED )
)
EIGHTEEN THOUSAND TWO HUNDRED AND EIGHTY FOUR )
)
ONLY being the rental deposits, management fee )
)
& air-conditioning charges deposits above expressed to be paid by )
)
the Tenant to the Landlord in respect of the said premises )
HK$118,284.00
-------------
/s/ Lauw Xxxxx Xxxxx
-------------------------------
the Landlord
12
