Exhibit 10.17
Lease Agreement
This Lease is made by and between LESSOR : HWA NAN PLASTICS MFG. IND, LTD.
(hereinafter referred to as "Party A") and LESSEE : Kid Castle Internet
Technology Corporation (hereinafter referred to as "Party B") for the lease of
premises hereunder.
Party A establishes an office situated at ▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇, ▇▇▇▇▇▇ County in accordance with the Company Law of R. O. C. and has the
ownership of construction on situated land of said location. Party B establishes
an office situated at ▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇ in accordance with the Company Law of R. O. C. By reason that Party B
plans to operate a warehouse in logistics system and desires to rent said
location at 5th Floor from Party A for business operation purposes, both parties
agree to abide by the terms and conditions set forth as follows:
1. Premises under the Lease : Party A hereby leases the premises located at
▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (see
attached plan, hereinafter referred to as "the Premises") under the Lease,
with a total area of 1,300 pings.
2. The Term of the Lease : The term of the Lease shall be five years,
commencing from June 15th, 2002 to June 14th, 2007. Upon the expiration of
this Lease, Party B shall take priority of leasing the Premises. Prior to
the expiration of the Lease term, both Parties shall give the written
notices at lease six months in advance for the issues of either negotiating
the lease renewal or terminating the lease before expiration of the Lease
3. Rent and Terms of Payment
A. The monthly rent shall be NT$350,000 in total, inclusive of 5% value
added tax, and shall remain unchanged from June 15th, 2002 to June
14th, 2003. Upon expiration of the term period, both Parties shall
re-negotiate rent for the following term period.
B. The rent of the first year (from June 15th, 2002 to June 14th, 2003)
shall be payable at the first day of signing the Lease by twelve
postdated checks from Party B to Party A. The rent for the next year
period (from June 15th, 2003 to June 14th, 2004) must be honored by
twelve checks on June 15th, 2003 to Party A. The rent for the
following periods of the Lease shall be honored referring to terms
illustrated hereto. Rent value added taxes shall be borne by Party A.
Party A shall issue invoices to Party B on a monthly basis.
C. In the event that the monthly rent checks hereby reserved shall be
unpaid or bounced as dated, Party B shall be liable for a penalty
equivalent to 200% of the daily rent to Party A's assignee(s).
4. Rental Deposit : Party B shall pay to Party A a rental deposit of
NT$700,000 upon signing of this Lease. Upon expiration of this Lease when
Party B vacates and surrenders the Premises,
Party A shall deduct from the rental deposit for any unpaid rent and/or
extra expenses for the damage to the Premises, thereupon the rest of rental
deposit shall be returned to Party B or Party B's assignee(s) without
interest.
5. Use of Premises : Party A leases the Premises to Party B for business
operation as registered in Business Registration Certificate of Party B's
company. Party B shall legally use the Premises in accordance with relevant
regulations governed by competent authorities, and shall not use the
Premises for interfering public security, mores, or operating businesses
relating to contraband trading or other illegal use. Upon expiration or
termination of this Lease, Party B shall immediately vacate, clean and
surrender the Premises to Party A or Party A's assignee(s).
6. Alternation of Premise :
Party A agrees that Party B may amend the Premises and establishing water
supply, electricity and fire apparatuses inside the leased Premises for the
purposes of operating warehouse in logistics system. In the event that any
construction work shall involve in the Premises alternations or additions,
Party B shall inform Party A of such plan(s) in writing in advance. Only
after Party A releases written approval, can construction work begin. Upon
expiration or termination of this Lease when Party B surrenders the
Premises to Party A, Party A shall acquire the Premises under present
condition modified by Party B with free of charge, Party B shall not claim
any expenses for compensation from Party A.
During aforesaid construction work period, if the Premises provided by
Party A are damaged or destroyed by Party B's employees or Party B's
contractor's workers, Party B shall be fully responsible for restoring the
Premises within a time limit and compensating such damage or loss.
Excepting that Party A shall deliver the Premises to Party B or Party B's
assignee(s) under present condition from the first day of this Lease term,
shall Party A assure the structure safety of the Premises during the Lease
term. Party A shall fully responsible for solving any problems, such as
leak and gap on the leased Premises, water and electricity supply failures
or elevator unloading problem, etc., as soon as possible.
7. Obligations :
A. Party A guarantees that he has lawful title to the Premises and the
right to make this Lease for the aforesaid term and that Party B shall
enjoy the full possession for the premises without hindrance from any
third party who may claim title.
B. Party B guarantees that he, his agents and employees shall maintain
the Premises with the degree of care of a responsible
administrator(s), use the Premises according to the purpose prescribed
in this Lease and abide by regulations stipulated by competent
authorities and other relevant laws governing safety guard, public
facilities and cleaning of the environment.
8. Sublease : prior to consent by Party A during the term of this Lease, Party
B shall not, in whole or in part, have the Premises subleased, transferred,
mortgaged to any third party, or in any other way provided for use by any
third party.
9. Termination of the Lease : Party A may terminate the Lease for any of the
following conditions:
A. In the event that Party B shall fail to pay the amount of more than
two months of rent;
B. In the event that Party B violates either provision of this Lease and
fails to improve within thirty days after receiving a written
notification given by Party A;
C. In the event that Party B violates relevant regulations by competent
authorities resulting in a disciplinary action of factory closure.
10. Default and Penalty : Party A shall terminate this Lease according to the
conditions prescribed in preceding Article and shall confiscate the rental
deposit as a penalty. Party B shall be responsible for compensating any
damage or extra expenses arising from Party B's default. When no renewal is
agreed by Party A, a notice shall be given to Party B at least six months
prior to the expiration of the term; otherwise in addition to the return of
the rental deposit without interest, Party A shall further pay a penalty
equivalent to six months of rent to Party B, and vice verse.
11. Force majeure : In the event that any damage in the leased Premises is
caused due to force majeure, such as earthquake, flood, typhoon and war,
etc., Party A shall, basing on the obligation of a lessor, repair the
damage and restore the Premises as soon as possible. In case any damage is
made to decoration and additions of the leased Premises or Party B's
property, Party A shall not be liable for such damage or loss whereof.
12. Taxes : the house tax, land value tax, stamp duty, income tax owing to the
leased Premises and all taxes relating to the Premises shall be borne by
Party A; whereas other taxes involved in the business operations or other
businesses by Party B shall be borne by Party B.
13. The charges for electricity, water supply, liquefied petroleum gas
telephone and cleaning :
A. The expenses involved in the electricity, water supply, liquefied
petroleum gas, telephone and cleaning during the Lease terms shall be
paid by Party B.
B. Party A provides designated car park spaces for unloading goods, all
lessees shall park and unload goods at designated parking spaces.
C. All lessees of each floor shall be obligated to maintain good and
clean environment.
14. Court jurisdiction : in case of any disputes arising from this Lease, both
Parties agree that case shall be subject to the jurisdiction of Taipei
District Court for the first trial of such lawsuit.
15. Complete Contract : this Lease constitutes the entire contract between the
parties hereto. Any oral or written conditions prior to the signatures of
the Lease have been contained and altered in the Lease, or excluded. No
modification or additions of it shall be binding on either party unless
made in advance in writing and signed by both Parties.
16. This Lease with its attachments shall be in duplicate, each Party shall
hold an original for record.
(blank)
The Parties :
Lessor (Party A) : HWA HWA NAN PLASTICS MFG. IND, LTD.
Responsible Person : Yang, ▇▇▇-▇▇▇▇([ ][ ][ ])
Business Uniform No. : ▇▇▇▇▇▇▇▇
Telephone : ▇▇▇▇▇▇▇▇
Address : ▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇
Lessee (Party B) : Kid Castle Internet Technology Corporation
Responsible person : Wang, Kuo-An
Business Uniform No. : ▇▇▇▇▇▇▇▇
Telephone : ▇▇▇▇▇▇▇▇
Address : ▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇, ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇
Date: April 12th, 2002