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LEASE CONTRACT

No.:………………….

BETWEEN

IDJ ASSET MANAGEMENT JOINT STOCK COMPANY

AND

(LEASEE)

1

MỤC LỤC

ARTICLE 1. LEASE AREA……………………................................................................................... 4

ARTICLE 2. CONTRACT PERIOD AND EXTENSION.................................................................... 4

ARTICLE 3. RENTAL………………………................................................................................... 5

ARTICLE 4. SERVICE FEES……………....................................................................................... 5

ARTICLE 5. TAXES.............................................................................................................................. 6

ARTICLE 6. SERVICES AND AMENITIES................................................................................... 6

ARTICLE 7. REPAIR AND MAINTENANCE............................................................................... 7

ARTICLE 8. PAYMENT....................................................................................................................... 8

ARTICLE 9: DEPOSIT............................................................................................................................. 9

ARTICLE 10. INVENTORY AND CHANGES OF THE LEASE AREA……………………..10

ARTICLE 11. COMMITMENTS................................................................................................................. 11

ARTICLE 12. INSURANCE OF LEASEE.................................................................................... 16

ARTICLE 13. ACCESS.............................................................................................................................. 17

ARTICLE 14. CONTRACT BREACHES................................................................................................ 17

ARTICLE 15. EFFECTIVE DATE AND CONTRACT TERMINATION............................................. 18

ARTICLE 16. FORCE MAJEURE.......................................................................................................... 19

ARTICLE 17. APPLIED LAWS AND RULES........................................................................................ 20

ARTICLE 18. INTRAMURAL REGULATIONS................................................................................ 20

ARTICLE 19. NOTICE............................................................................................................................. 20

ARTICLE 20. OTHER PROVISION0053................................................................................................ 21

APPENDIX I: DIAGRAM OF WHOLE LEASE LAY-OUT................................................................ 23

APPENDIX IB

DESCRIPTION OF CAR PARKING LAY-OUT AND TERMS AND CONDITIONS OF CAR

PARKING LOT…………………………………………………………………….…….....24

APPENDIX II: REGULATIONS...........................………………….....................………………………. 25

APPENDIX III: SERVICE FEES………………………………………………………………28

APPENDIX IV: EQUIPMENT AND FURNITURE OF LEASOR……………………....................... 29

APPENDIX V: IDENTITY CARDS OF LEASEE ………..….............................................................. 30

APPENDIX VI: INSURANCE CONTRACT OF LEASEE ……......................................................... 31

APPENDIX VII: SERVICES AND UTILITIES........................................................................................ 32

APPENDIX VIII: BUSINESS ACTIVITIES OF LEASOR……………………….......................... 33

APPENDIX IX: SPECIAL PROVISIONS………………………………………………….......................34

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This Lease Contract is made and entered into on, ……………., 2010, at the office of IDJ Asset by and between:

Leasor:

IDJ ASSET MANAGEMENT JOINT STOCK COMPANY

Address:

Tel: Fax:

Account No.:

AND

Leasee:

Address:

Tel: Fax:

Business Registration Certificate No.:

Representative: Position:

(Collectively referred to as “Parties”)

THE TWO PARTIES AGREE TO ENTER INTO THE LEASE CONTRACT WITH THE FOLLOWING TERMS AND CONDITIONS:

ARTICLE 1. LEASE AREA

1.1 Leasor to this Contract agrees to lease to Leasee the area to be used as a store ("Lease Area") located at:

Grand Plaza Department StoreCommercial Center –

117 – Tran Duy Hung, Cau Giay dist., Hanoi.

Actual Lease Area: m2

Floor: (“Grand Plaza Department Store”)3

Lot No.:

For the purpose of this Contract, the actual Lease Area shall be calculated as the net floor area of the Lease Area consisting of all structure poles attached to or located in the Lease Area but excluding common corridors, staircases, waiting rooms, toilets and technical rooms, from the centre of aprons and/or dividing walls.

1.2 The map of the total Lease Area shall be described in the Appendix 1 attached hereto,hereto; the Lease Area shall be marked with slashes and colors.

1.3 Leasee shall use the Lease Area only for retails and/or rendering services as described in the Appendix VIII. Leasee’s changes in business lines, supplementation of other goods or provisions of other services other than goods and services as described in the Appendix VIII shall be subject to Leasor’s prior written consent.

ARTICLE 2. CONTRACT TERM AND EXTENSION

2.1 The contract period shall be 03 years (“Term”) commencing on June 19, 2010 ("Commencement Date") and ending on June 18, 2013, ("Expiration Date"), including these days.

2.2. Within three (03) months prior to the Expiration Date, each party may propose the other in writing the extension of the Contract. If Leasor proposes or accepts the proposal of Leasee, Leasor may send to Leasee an invitation letter with the provisions of lease extension in which gives a New Lease Price as provided below and a New Term. In case Leasor fails to send such letter to Leasee, the Lease Contract shall not be extended and automatically terminated on the Expiration Date as specified in this signed contract.

The New Lease Price (monthly lease price) shall be calculated on the basis of general price of Hanoi market at the time of sending the proposal of Contract extension with the respective lease term. Provisions of the new Lease Contract shall be based on the standard contract, the attached Appendix of Leasor with amendments and supplements to match with real situations.

In case that Leasor fails to send the extension proposal to Leasee or in case that Leasee fails to reply in writing according to the period as stated in the invitation letter, such letter shall be void and this Contract shall be automatically terminated on the Expiration Date in accordance with conditions and terms as stipulated in this Contract.

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In case that Leasor and Leasee agree to extend this Contract as provided in the invitation letter, the parties shall complete the signing of an agreement on amending this Contract or a New Contract at the sole discretion of Leasor before the Expiration Date at least of one (01) month.

2.3 This Contract may be early terminated as stipulated in Article 14 and Article 15 hereafter.

ARTICLE 3. RENTAL

3.1 During the Term, Leasee shall pay Leasor the rental in Vietnam Dong equal to USD …….. / m2 / month multiplied by the actual Lease Area producing US$ ……/m2/month (referred to as “Rental”), excluding the Tax as stipulated in Article 5 hereafter and other fees which Leasee is responsible for paying. The Rental shall be calculated from the Commencement Date regardless of whether Leasee conducts his business activities on the Lease Area as stated in 1.1 or not.

3.2 The Rental shall be paid quarterly monthly in advance as stipulated in Article 8 and not be deducted during the Term of this Contract.

ARTICLE 4. SERVICE FEES

4.1 Service Fees applied generally to all lessees Lessees in Grand Plaza Department StoreCommercial Center shall be determined by Leasor and include all fees which Leasor has to pay for supplying services as stated in the Appendix III – Service Fees and reasonable services required by Leasee.

4.2 During the Term, Leasee shall pay Leasor a Service Fees in Vietnam Dong equal to US$6/m2/month multiplied by the actual Lease Area producing in U.S. Dollars US$ (in words: ) (“hereinafter referred to as “Service Fees”), exclusive of Taxes as specified in Article 5 below and other fees payable by Leasee. The Service Fees shall be paid quarterly in advance together with the Rental as specified in Article 8 and the Fees shall not be deductible for any reason during the Contract Term. The Service Fees shall be calculated from the Commencement Date regardless of whether Leasee carries out its business activities in the Lease Area specified in Article 1.1 or not.

4.3 Notwithstanding Clause 4.1 above, Leasor, from time to time and after giving a month prior notice in writing to Lessee, shall be entitled to propose or modify, pass, or waive any such Service Fees Leasee that Lessor deems necessary for operation, ensuring the service provision and maintenance of Grand Plaza Department Store and/or the Lease Area.

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4.4 Leasor shall give Leasee a Service Fees invoice and Leasee shall make timely payment as specified in Article 8.1.

ARTICLE 5. TAXES

5.1 Leasee shall pay all taxes, amounts, compulsory stamp duties, including, but not limited to, value added tax over Rental and Service Fees applicable in this Contract, in accordance with laws of Vietnam, during the Term of this Contract (referred to as “Taxes”)

5.2 Taxes shall be paid together with taxable amounts.

ARTICLE 6. SERVICES AND AMENITIES

6.1 If Leasee complies with its payment as well as other terms of this Lease Contract, it shall have the right to use the services and amenities provided by Leasor (“Services and Amenities”), in accordance with provisions and regulations attached to this Contract in the Appendix II (“Regulation”).

6.2 By giving a month prior notice to Leasee, Leasor shall have the right to provide and/or amend as well as revoke the services and amenities applicable to every lessee in the Grand Plaza Department Store if it considers necessary for operation, service provision and maintenance of the Grand Plaza Department Store and/or the Lease Area.

6.3 In the event that the Services and Amenities temporarily suspend but not due to Leasor’s fault and/or due to the cases of objective situations or force majeure, Leasee shall not claim or receive any indemnity as well as not receive any discount of Rental or Service Fees.

6.4 Leasor shall deliver Leasee payment request for Services and Amenities, together with payment notice for Rental, in order that Leasee shall pay for these expenses timely as specified in Article 8.2.

ARTICLE 7. REPAIR AND MAINTENANCE

7.1 During the Term of this Contract, at its own costs and expenses, Leasee shall keep, maintain and newly replace or repair assets belonging to Leasor at the Lease Area in case of Leasee’s fault (except for the case under Leasor’s obligations), ensure to operate in the best conditions with reasonable depreciation .

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7.2 Leasor has the right to implement every repair for the Lease Area which has not been done by Leasee within 10 (ten) days (exclusive of any Sunday and Vietnamese holidays), as of the time that Leasee receives the written notice on such repair or Leasee refuses to implement the requirement of repair of Leasor with the period stipulated by Leasor. Leasee shall be liable for paying every expenses and costs for Leasor related to such repair, right after receiving invoices.

7.3 In case that Leasor determines that the Lease Area used by Leasee does not meet the high standards or worse than [in terms of quality and form] compared with other stalls in Grand Plaza Department Store, or other equivalent commercial centres, Leasor may require Leasee (but not exceeding once per two years) to re-design and re-decorate, improve, upgrade interior for the Lease Area (Leasor shall give at least 60 days prior notice). The re-designing and re-decorating interior for the whole of the Lease Area shall be borne by Leasee and shall meet the standards decided by Leasor and the detailed design shall be agreed in writing before construction.

7.4 If Leasor improves, repairs, changes, re-arranges, expands or narrows partly or the whole of the Grand Plaza Department Store Complex within the Term, Leasor shall request Leasee to change the location, at Leasor’s sole discretion, temporarily or permanently within the Grand Plaza Department Store and Leasor shall inform at least 30 days in advance. Leasee shall neither claim for any reason nor ask for indemnity against any expenses other than the expenses related to the above change of location.

If Leasee does not agree with the proposal on change of location by Leasor, Leasee may have the right to terminate this Lease Contract. In the event of terminating the Lease Contract, Leasee shall have the right to withdraw Deposit and shall be responsible for handing over the Lease Area within 30 days from the date on which Leasor gives the notice on change of location.

ARTICLE 8. PAYMENT

8.1 All expenses/amounts payable related to this Contract (including, but not limited to, expenses/amounts payable specified in Articles 8.2 and 8.3) shall be paid by Leasee before the first day of each quarter month and/or based on the period as stated in the rental notice except for other cases specified in this Contract.

8.2 Before the end of each payment term, Leasor shall give Leasee a payment request clearly stating:

a) Rental to be paid for the next term plus Tax;7

b) Service Fees to be paid for the next term plus Tax;

c) any fees to be paid as specified in this Contract;

8.3 Before the end of each quartermonth, Leasor shall give Leasee a payment request clearly stating fees for Services and Amenities used by Leasee in the previous quarter, if any, plus Tax.

8.4 On the signing date of this Contract, Leasee shall pay to Leasor:

a) Deposits as specified in Article 9 below; or

b) Other fees (if any).

8.5 Any payment request sent to Leasee by Leasor shall be settled before the due date of the payment request, in cash, or by wire transfer to the account of Leasor:

IDJ asset management joint stock company

Account No.: 0301000006888 (Vietnam dong Account) – Vietcombank – Hoan Kiem Branch.

Alternative account could be accepted Or at another bank or to another account appointed by Leasor in writing, in the name of the account owner as “IDJ asset management joint stock Company”.

8.6 Leasee shall ensure full payment of Rental and Service Fees as specified in Article 8.1 of this Contract even if payment requests described in Article 8.2 above are delayed, have not been made or have not been received by Leasee;

8.7 If no payment is made for payment requests within 7 days from the due date of payment requests specified in Articles 8.1, 8.5 and 8.6, Leasee shall pay a fine valued at 2.5% of Rental for the number of days of delayed payments which is calculated from the due date to the date on which Leasee actually pay all amounts payable and Leasor shall be entitled to take handling measures as specified in Article 14 below.

8.8 Leasor shall have the right to settle every amount which is not paid to Leasor by Leasee, including but not limited to Service Fees, as if it were unpaid Rental.

8.9 The payments, including (but not limited to) the Rental, Service Fees and Deposit according to the Lease Contract, shall be made in Vietnam dong and converting from USD into Vietnam

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dong with USD selling exchange rate by Vietnam dong declared by Vietcombank at the date of payment.

ARTICLE 9: DEPOSIT

9.1 Leasee shall transfer Leasor a deposit amount to ensure compliance and implementation with obligations of Leasee under terms and conditions provided in this Contract including but not limited to payment for any amount that Leasee must pay to Leasor, as well as to ensure payment for any request of payment by Leasor to Leasee in case of arising problem relating to the Lease Area (referred to as "Deposit").

9.2 The Deposit is equal to 03 (three) months of the Rental and shall be paid by Leasee right after this Contract is signed less the deposit amount that Leasee has paid previously (if any). This Deposit shall be adjusted in order to maintain at the level equal to 03 (three) months of the Rental when needed.

9.3 Unless otherwise provided for in Article 15.1(f), Leasor shall refund Leasee this Deposit without interest, according to the selling rate of Vietcombank at the time of payment, within 30 (thirty) days as from the Lease Area is handed over to Leasor after it has been cleaned up, repaired and restored the status quo as before leasing under the provisions in this Contract excluding reasonable depreciation, or within 30 days from the date of settling outstanding disputes between Leasor and Leasee. The outstanding disputes include, but not limited to Rental, Service Fees, Service Fees and Amenities, unpaid taxes, any and all repairing or replacing expenses for damaged, poorly maintained or missed equipment/furniture as specified in a final inventory as provided for in Article 10.4 below, and any fine amount for any breach, any damage compensation that Leasee must pay to Leasor in case of breaching this Contract.

Leasor shall be entitled to request Leasee to pay all arising amounts beyond the Deposit, including the fine amount for breach, the damage compensation that Leasee must pay under this Contract.

9.4 In case that Leasor deducts from the Deposit during the Contract Term , when required by Leasor, Leasee must immediately make up an amount equal to that deducted amount, and Leasee's incompliance with this request shall be a breach of the Contract.

ARTICLE 10. INVENTORY AND CHANGES OF THE LEASE AREA

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10.1 On the date of handing over, Leasor and Leasee shall come to an agreement on an equipment/furniture inventory belonging to the Lease Area and hand over the Lease Area to Leasee (referred to as "Inventory and Original Area Handing Over Minutes ").

The Inventory and Original Area Handing Over Minutes after being signed for confirmation shall be a part of this Contract and shall be attached as Appendix IV. After signing this Inventory and Original Area Handing Over Minutes, Leasee shall officially receive the Lease Area. Leasor may, by a giving a written giving a written notice to Leasee, change the Commencement Date. However, in all cases, the change of the Commencement Date shall not exceed 02 (two) months from the Commencement Date as specified in this Contract, unless otherwise agreed by the Parties. Any delay of Leasee in signing the Inventory and Original Area Handing Over Minutes on the Commencement Date according to Leasor's notice shall be considered as a breach of this Contract. In case that Leasor delays handing over, Leasor shall give a 15-day prior notice in writing to Leasee to inform this delay.

10.2 Leasee shall not, at its sole discretion, change structure or decoration of the Lease Area, including the front and interior of the Lease Area until having a written agreement of the Parties. Notwithstanding an agreement of the Parties, upon the termination of this Contract and at Leasor's request,,, Leasee, at its own costs, shall be responsible for restoring the Lease Area as the original state before leasing taking into account the reasonable depreciation. If Leasee doesn't restore or return Lease Area as its original state, intentionally delays implementing of this obligation, exceed the period that Leasor provides, Leasor, at its sole discretion, shall be entitled to carry out or nominate any contractor to implement these jobs and Leasee shall take responsibility to pay all expenses relating to the restoring, implementing the above-mentioned task right after receiving Leasor's bills.

Those changes shall become properties of Leasor when Leasee returns the Lease Area and Leasor shall not have to refund the expenses to Leasee.

10.3 Leasee must promptly notify Leasor of any damage in the Lease Area, all changes may affect Leasor's assets or any repair or change to the Lease Area.

10.4 Within one week as from the termination date of this Contract, Leasee and Leasor shall make a final inventory (referred to as "Final Inventory") specifically listing all items needed to repair or damaged, poorly maintained or missed equipment/furniture needed to replace, within the Lease Area, excluding reasonable depreciation approved by Leasor.

All expenses for repairing the damage shall be paid to Leasor by Leasee within 07 (seven) days after making the Final Inventory or Leasor shall deduct from the Deposit under the above-mentioned Article 9.

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ARTICLE 11. COMMITMENTS

Apart from obligations as stipulated in the terms and conditions of this Contract, the Parties commit to comply with the following obligations:

11.1 Leasor takes responsibility for the followings:

a. Maintaining the structure and exterior of the Lease Area in normal operating condition.

b. Supplying electricity, water and other amenities as agreed by the two Parties in the attached Appendix VII.

c. Implementing periodical maintenance of the Grand Plaza Department Store, services and amenities as well as all equipment supplied by Leasor within the scale of the Lease Area.

d. Ensuring that Leasee can maintain and use the Lease Area peacefully without any legal interruption by Leasor, or any person or any representative authorized by Leasor.

e. Leasor shall make arrangements so that the Lease Area is ready for Leasee's use to install interior and finish. The time for Leasee's completion of interior installation shall not exceed the Commencement Date except for approval by Leasor. In case that Leasee completes interior after the Commencement Date, Leasee is responsible for making a canvas covering the execution area (the content of this canvas must be approved by Leasor), or Leasor shall make a canvas for Leasee and Leasee commits to pay expenses for that thing.

f. Contributing an amount equal to the amount that Leasee contributes to the Promotion and Advertisement Fund. Leasor, at its sole discretion, shall be entitled to manage and use this Fund for the purpose of general promotion and advertisement of Grand Plaza Department Store.

g. After receiving an official letter of notice on the plan of event organization by Leasee, Leasor shall request Leasee to fully provide necessary documents (design, advertisement, program, license...) and ensure that the program is implemented legally and effectively in compliance with the conditions and contents of the program held by Grand Plaza Department Store not affecting other lessees at Grand Plaza Department Store.

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h. Ensuring security at the public area within the scale of Grand Plaza Department Store.

11.2 Leasee takes responsibility for the followings:

a. Compensating Leasor and ensuring that Leasor shall not have take responsibility for any and all responsibilities, obligations, damages, penalties, claims and charges, including reasonable fees and charges for lawyers paid or borne by Leasor relating to:

(i) all injuries for anybody or any damage caused by the neglect or intended breach of Leasee, agents, staffs or customers of Leasee; (ii) not implementing or not complying with any provision, regulation or condition provided for in this Article or this Contract of Leasee, agents, staffs or customers of Leasee; and (iii) any work or event carried out by Leasor or any state made by Leasee at Grand Plaza Department Store caused by the neglect or intended breach of Leasee, agents, staffs or customers of Leasee.

b. Ensuring that all agents, all staffs or customers working in the Lease Area comply with this Contract and the rules, regulations of Grand Plaza Department Store especially regulations on fire fight and prevention.

c. Only using the Lease Area as retail store as stipulated in the certificate of business registration and Appendix VIII; especially the Lease Area is not used as a residence or an office;

d. Always opening the Lease Area to transact and carry out business in working hours of all working days, ensuring that the Lease Area has enough reserved goods and staffs;

e. Leasee shall not sublease the whole or a part of the Lease Area and not transfer this Contract without Leasor's prior approval in writing.

f. Proving Leasor with an interior and exterior design of the Lease Area and a counter and shelf design for Leasor's consideration. After the design is agreed by Leasor, Leasee should promptly implement decoration and finishing then open a shop at the Lease Area on the Commencement Date. Leasee agrees that the payment of the Rental is counted from the Commencement Date, Leasee must pay the penalty equal to the daily Rental (the Rental dividing 30 days) corresponding to the days that Leasee

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delay taking over the Lease Area or opening the Lease Area for business as from the Commencement Date.

However, Leasor's approval on Leasee's designs doesn't remit any responsibility, obligation of Leasee from losses, loss, damage, penalty, requests or arising expenses due to any mistake or other causes of design.

g. Covering expenses for the design and decoration of the Lease Area and expenses for installing an electrical system or materials inside the Lease Area after being approved in writing by Leasor.

h. Contributing an amount in Vietnam dong equal to 0.5 (zero point five) US dollar/m2

of the net rentable area /month on the same day of paying the Rental to the Promotion and Advertisement Fund held by Leasor.

Leasor, at its sole discretion, shall be entitled to manage and use this Fund for the general advertisement and promotion at Grand Plaza Department Store. Leasee commits to strictly abide by the rules made by Leasor applied to this Fund and the decisions provided by Leasor relating to the management and use of this Fund for the advertisement and promotion of Grand Plaza Department Store.

Based on Leasor's approval, Leasee, at its own costs, by itself or together with the manufactures or suppliers of products showed at Grand Plaza Department Store, shall hold campaigns of advertisement, promotion and sales promotion in the scale of the Lease Area or in the common area of Grand Plaza Department Store. Leasee must ask for permission, complete procedures according to the current law's regulations (if any) relating to the above-mentioned promotion, advertisement and sales promotion activities.

i. Listing selling prices on every product and selling at listed price under the law's regulations.

j. Ensuring that goods to be sold are in compliance with the quality standard and the Vietnam law's regulations and taking full responsibility to compensate customers for damage due to faulty or low quality goods.

k. Taking responsibility to fully provide Leasor with certificates, letters of attorney, agreements on authorization of distribution, agency agreements, other agreement (if any) and documents, papers relating to trademarks/brand which Leasee is authorized

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to carry out business/distribution of products/goods at the Lease Area issued by the trademark’s owner and approved by the State relevant competent agencies.

l. Not selling goods with the same types or trademark of goods sold by the pre-lessees or other lessees at Grand Plaza Department Store, unless otherwise agreed by the parties and confirmed and approved by Leasor in writing.

m. Not selling any counterfeit, imitation, low quality, unlawful articles or goods with unclear country of origin at Grand Plaza Department Store.

n. Taking full responsibility for damage, accidents or losses causing to staffs, customers, guests or any the third party; take responsibility to taking care of goods, properties and personal effects in the Lease Area in and out of the opening time under the regulations of Leasor.

o. Applying for licenses, grant of license, necessary registration or approval as well as amendments or extension of above documents in order to do business in Grand Plaza Department Store and to maintain their validity within the Term , at its expenses, and delivering to Leasor one copy of all above-mentioned documents (including adjusted, update amendments);

p. Complying with the laws of Vietnam and committing not to reveal any of the terms in this Contract to any third party unless otherwise required by any competent public agency and/or approved in writing by Leasor in advance;

q. Leasee shall be responsible for providing Leasor with one key (or magcard, or code number etc.) so that Leasor may use in the urgent cases such as discovery of potential fire, explosion, water pipe burst, flood which may be harmful to the Lease Area in particular and Grand Plaza Department Store in general. This key shall be kept inside one sealed envelope with signature of Leasee. This envelope shall be kept in safe place by Leasor and only be in use in the urgent, necessary cases. Leasor shall notify Leasee before using the emergency key for the purpose of entering the Lease Area unless urgent cases and unable to contact Leasee with the witness of the competent third party;

r. Providing Leasor with the contact telephones using in the urgent cases; giving any timely update notice to Leasor in case of change;

s. Providing Leasor the list of officers and employees on the monthly basis (including foreigners) who work at the Lease Area (with the arisen data of increase and decrease

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of people on the monthly basis) so that Leasor may base on that to prepare reports at the request by the competent authority; immediately informing Leasor any change of human resources which may have impact on the relationship between Leasor and Leasee or other partners in order to guarantee security, safety and avoidance of any unnecessary damage;

t. Sending any official dispatch or proposal for approval to Leasor on the plan of organizing the events in the Grand Plaza Department Store (lucky draw, discount, promotion etc.) and shall have to be approved in writing by Leasor prior to the implementation of program;

u. Being responsible for closely cooperating with Leasor or its representative in the activities for the general interests of the Building, the non-profit social activities, the activities launched and required by the competent agencies in respect of Leasee as well as its partners;

v. Issuing the regulations on uniform wearing imposed on staffs at the store in order to ensure the profession of the store and the Grand Plaza Department Store;

x. Issuing the regulations that indicate salespersons not to be allowed to eat at the store during working time.

ARTICLE 12. INSURANCE OF LEASEE

12.1 Leasee shall, at its own costs and expenses, buy and maintain insurance for the whole Lease Area during this Contract Term from a legally operating insurer in Vietnam with full function of insuring for the coverage as provided for in the following Article 12.2.

12.2 This coverage includes (i) the obligations of Leasee to Leasor in accordance with this Contract, and/or to other persons using the Lease Area and/or Grand Plaza Department Store and the adjoining lessees as well as any third parties who suffer from any damage on human and assets due to using Leasee’s Lease Area, and (ii) all and any loss, damage or injury arising from or related to fire. Leasee shall automatically provide Leasor one copy of Policy in which Leasee is one party within 30 days as from the Commencement Date and within 30 (thirty) days as from the date of extension of the Policy, and these copies shall be attached as the Appendix VI of this Lease Contract.

12.3 When receiving any request in writing from Leasor, Leasee shall be responsible for providing Leasor with any Policy that Leasee may need to establish in accordance with this Lease Contract and the latest receipts for premium payment according to such Policy. Nothing in this

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Lease Contract obliges Leasor to be liable for accuracy, sufficiency of these policies or to guarantee that they are in accordance with legal regulations insurance.

12.4 In the event that all or any part of the Lease Area is destroyed or damaged due to the insured risks, but the insurance cannot be received due to the only reason of or partly due to Leasee's breach on any term in this Contract, Leasee shall pay such loss to Leasor .

12.5 In case that the premium rate of Leasor increases due to activities, goods, assets of Leasee, Leasee shall refund Leasor with such increasing amount.

ARTICLE 13. ACCESS

If there is reasonable notice or at any time that the Leasor considers necessary, Leasor shall be entitled to come in and check Lease Area for any reason. Leasee shall approve and create good condition for Leasor and agents, workers and staffs of Leasor to come in and out Lease Area for:

a) Investigating and checking Lease Area and listing internal furniture.

b) If when inspecting (periodical or sudden), the inspector recognizes any breaches, resulting in damage and loss (due to using functions incorrectly or maintaining in incorrect way), moving equipment prohibited to move or changing or installing more equipment without approval of Leasor and the Leasor sends or leaves notice at Lease Area and requests Leasee to repair, replace or remove the breaches but Leasee fails to satisfy the requirements of Leasor within three (03) days as from the date of notice, the Leasor shall perform such repair, replacement or movement and all related costs (as in invoices of agents or contractors of Leasor) shall be paid by Leasee.

c) Checking, cleaning, moving, replacing, supplementing and implementing any tasks related to conduct system and auxiliary services and tools.

d) Maintaining, repairing, replacing, supplementing, renewing or performing any other tasks that Leasor considers suitable or necessary at any part of Grand Plaza Department Store.

e) With purpose of performing the rights of Leasor in accordance with this Contract.

f) Performing obligations related to repair, maintenance or renewing on Lease Area of Grand Plaza Department Store.

g) Constructing, replacing, maintaining or repairing any objects of Grand Plaza Department Store or adjacent lease area or assets of Leasor, passing through or above the Lease Area .

h) Other tasks related to developing the remaining part of Grand Plaza Department Store or assets and land of adjacent area, including rights of constructing or enlarging separation wall of Lease Area .

i) In urgent cases of using backup keys (as provided for in the above Clause 11.2 Section “r”) to come into Lease Area so as to prevent fire risk or settling, recovering from fire and technical troubles in force majeure occurring in Lease Area which result in danger or direct damage for Leasee’s assets in Lease Area in particular and for the Building in general.

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The Leasor (or other relevant people) when coming in and out the Lease Area for the above purposes and rights shall not compensate for any troubles or damage caused to Leasee provided that that they perform their rights reasonably.

ARTICLE 14. CONTRACT BREACHES

14.1 Leasee shall be considered as breach the Lease Contract:

a) If Leasee and/or any agent, worker or guest of Leasee fails to perform or perform incorrectly, insufficiently or delay performing any obligations as provided for in this Lease Contract and/or Regulation stated in Appendix II, within the Term of this Lease Contract and fails to recover the breaches within five (05) days (excluding Sundays and Vietnamese holidays) as from the date of receiving notice on these breaches;

b) If Leasee does not extend or is withdrawn business permit, investment certificate, diplomatic activities license; branch or representative office establishment permit; Certificate of business condition qualification (if any);

c) If Leasee is inspected and considered as committing breaches of regulations and guidelines of the law on business activities, business conditions and products and services of Leasee in Lease Area by State relevant authorities.

d) If Leasee fails to comply with provisions at the above mentioned Clause 11.2 –Section “l” of this Contract.

e) If Leasee fails to pay Rental, Service Fees or Deposit or any payable amount in accordance with Article 8 of this Lease Contract and fails to correct breaches within five (05) days (excluding Sundays and Vietnamese holidays) as from the date of receiving notice on these breaches.

14.2 If Leasee fails to correct breach within the period specified in this Article, or the breach is unrecoverable or repeated, Leasor shall be entitled to perform either of (but not limited to) the following actions:

a) Forcing Leasee to recover and repair the breach or repair the breach at Leasee’s own costs; and/or.

b) Suspending business activities of the store, stopping providing basic services (air conditioning, electricity, water) related to Lease Area , sealing the store; and/or

c) Terminating this Lease Contract; and/or

d) Requesting State relevant bodies of Vietnam for:

(i) Witnessing or expelling Leasee and other people under Leasee’s authorization out of the Lease Area ;

(ii) Collecting or removing and liquidating all Leasee’s assets in case Leasee fails to pay any debts;

(iii) Forcing Leasee to pay damage compensation to Leasor, including (but not limited to) Rental and Service Fees which Leasee certainly pays if this Contract continues to be performed up to the expiration date, costs for necessary repairs, lawyer costs and any related costs that the Leasor requires Leasee to pay as a compensation amount for Contract breaches; and/or

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(iv) Any other measurements as regulated by Vietnam’s law

e) Claiming for damage compensation.

f) Fining Contract breach: Leasee shall be fined the amount equal to 0.5% of Rental and Service Fees (per month) for one (01) breach and no more than 8% of Rental and Service Fees (per month) for the breaches in one month.

ARTICLE 15. EFFECTIVE DATE AND CONTRACT TERMINATION

15.1 This Lease Contract comes into full force and effect as from the signing date and terminates in the following cases:

a) The Contract Term is not extended in accordance with the above Article 2.2;

b) Leasee is dissolved or bankrupted;

c) Leasor decides to terminate this Contract in case Leasee breaches the Contract and fails to remedy the breaches as regulated in the above Article 14.

d) The Lease Area is damaged and is completely impossible to be used;

e) Force majeure as regulated in the below Article 16 which prevent the Parties to implement this Lease Contract within three (03) continuous months; or

f) In addition to the above cases, either of Parties may early terminate this Lease Contract by giving 3-month prior notice in writing to the other party and pay a compensation amount equivalent to 03 (three) months of Rental and Service Fees.

15.2 In case of Contract termination in accordance with Article 15.1 (b) and (c) or illegal termination of Leasee, the Leasor shall be entitled to hold and settle all products and/or assets of Leasee within Lease Area and use the Deposit, at its sole discretion without affecting other rights of the Leasor for any remaining breaches, and Leasee shall pay all Rental, Service Fees and other payable amount within the remaining term of the Lease Contract as if this Contract is not unilaterally early terminated..

15.3 If after terminating the Lease Contract and moving out of the Lease Area, Leasee leaves any asset and fails to remove these assets within a period specified in the written request of the Leasor, these assets shall be considered as being rejected and the Leasor shall be entitled to sell or liquidate these assets and use that amount of money after deducting reasonable costs of removing, storing and selling to pay for debts of Leasee. The Leasor shall be entitled to claim Leasee to pay for the expenses of removing in case that assets liquidation of Leasee is not enough to pay for costs of the Leasor

Leasee shall compensate the Leasor for all responsibilities to a third party in case that the assets of the third party is sold or liquidated with the belief that these assets belong to Leasee (this is natural understanding except for other proofs).

ARTICLE 16. FORCE MAJEURE

16.1. If either of the Parties fails to implement or implement incorrectly, insufficiently or delay implementing their own obligations under this Lease Contract, this shall not be considered as

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a breach of these obligation, or a reason for claiming in accordance with this Lease Contract if the failure of implementation or incorrect, insufficient or delay of implementation are out of the control of the affected party; including (but not limited to general meaning range of the above mentioned idea): Interfere of State agencies, natural disasters, strikes or linked activities of workers, wars, riots, revolts, revolutions, tacit destruction, traffic embargo, rules, regulations, commands or directives of State agencies or relevant authorities or commands of relevant courts (referred to as “Force Majeure”).

16.2. The Party implementing the obligation that is affected by this Force Majeure (referred to as “Affected Party”) shall have the obligations of:

a) Applying any necessary measurement to minimize effects of the Force Majeure.

b) Immediately informing (or in case of impossibility to inform immediately, it is after maximum 03 (three) days) the other party on Force Majeure and stating applied measurements to minimize effects of Force Majeure.

c) Incompliance with the above mentioned requirements of Affected Party shall be considered as a breach of this Lease Contract.

16.3. In case of Force Majeure, the Contract Term shall be extended to the same period of the occurring Force Majeure which Affected Party is impossible to perform obligations in signed Lease Contract.

If after 03 (three) continuous months as from the date of happening Force Majeure and the Affected Party fails to recover, then either of the Parties shall be entitled to terminate and liquidate the Contract.

ARTICLE 17. GOVERNING LAW AND JURISDICTION

17.1 This Contract is made and governed by Law of Socialist Republic of Vietnam.

17.2 The Parties agree that disputes, contradiction or claims arising out of or related to this Lease Contract shall be settled through negotiation between two Parties.

17.3 In case the two Parties fail to reach an agreement, then disputes, contradictions or claims shall be referred to the relevant court of Vietnam for settlement.

ARTICLE 18. REGULATION

Leasee, agents, staffs and guests of Leasee commit to comply with the Regulation attached to this Contract and its amendments and supplements from time to time .

Leasor reserves the rights, from time to time and after giving a month prior notice to Leasee, to perform and/or offer, amend, supplement, approve or repeal the Regulation carefully upon considering necessary for the operation and maintenance of Grand Plaza Department Store and/or Lease Area .

The Regulation only supplements provisions and conditions stated in this Lease Contract but not affecting its provisions and conditions in any circumstances.

In case where having any contradiction between the Regulation and the provisions and conditions of Lease Contract, the provisions and conditions of Lease Contract shall be applied.

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The Regulation shall be signed by Leasor and Leasee along with this Lease Contract and shall be attached as Appendix II.

ARTICLE 19. NOTICE

19.1 All notices and information given or performed in accordance with this Lease Contract shall be made in writing , sent by mail or fax to concerned Parties with the addresses as set forth below or other addresses informed by such Party to the other in accordance with provisions of this article. Such notices or information exchanges shall come into full force and effect upon sending.

19.2 Any notice or information exchange performed in accordance with this Lease Contract shall be sent to the below addresses:Leasee:

Add: No. Tel:

Leasor:

IDJ ASSET MANAGEMENT JOINT STOCK COMPANY

Add: Room No. 803, Floor 9, Sun Red River Building, 23 Phan Chu Trinh, Hoan Kiem, Ha Noi.Tel: 04 - 39335086Fax: 04 - 39335087

19.3 When there is any change of addresses, the two Parties shall promptly inform the other party for amending and supplementing addresses. Notice sender shall not be responsible when recipient does not receive notices because recipient fails to update addresses promptly.

ARTICLE 20. OTHER PROVISION

20.1 Titles in this Lease Contract are for reference only but do not regulate, change or affect any detailed provisions of this Lease Contract.

20.2 When a Party does not request the other Party to implement an obligation in accordance with this Contract at any time, this shall not affect right to request to implement this obligation later. An exemption from recovering a breach of any provisions in this Contract given to a Party shall not be considered as the exemption from responsibility for recovering a similar or different later breach.

20.3 This Lease Contract and attached appendices forms an official agreement between two Parties and replaces all previous agreements, minutes, arrangements, information or idea descriptions related to the subject matter of this Lease Contract.

20.4 This Lease Contract is made and signed by the two Parties in both Vietnamese and English for foreign leasees. In case where having the discrepancy or contradiction between Vietnamese and English versions, Vietnamese versions shall be applied.

20.5 Any parts, clauses or provisions of this Lease Contract considered as illegal, ineffective or invalid or unenforceable in accordance with Vietnam’s Law shall be considered as ineffective between two Parties, but do not make the remaining provisions of this Lease Contract ineffective or invalid.

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20.6 The notarization of this Lease Contract shall be carried out in accordance with provisions of law and other related costs shall be of Leasee’s responsibility.

20.7 Leasee, Leasee’s staffs, agents, contractors and guests commit to comply with regulations on car parking lot of Grand Plaza Department Store during the Term of Lease Contract.

This Lease Contract is signed in Hanoi on ………………….. and is made into 04 (four) sets (04 Vietnamese original sets), in which Leasor keeps 02 sets and Leasee keeps 02 sets.

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Representative ofLEASOR

Representative ofLEASEE

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APPENDIX I: DIAGRAM OF WHOLE LEASE LAY-OUT

LAY-O

UT T

HIR

RD

FLO

OR

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APPENDIX IB

DESCRIPTION OF CAR PARKING LAY-OUT AND TERMS AND CONDITIONS OF CAR PARKING LOT

According to Article 6 of the Lease Contract, Leasor and Leasee agree on renting car parking lot with the following terms and conditions:

1. Number of car and motorbike parking lots is unstable as Leasor and/or Authorized representative of Leasor may designate from time to time.

2. Term and commencement date: As from the Commencement Date of this Contract and may terminate by a 14-day prior written notice sent to Leasee. Leasee commits not to make any claim or complaint on rate, number of vehicles as well as other services related to car parking service provided by the Leasor.

3. Car parking lot rental and Deposit: According to Article 6.4 of the Lease Contract, Rental for one car parking lot is in Vietnam Dong equivalent to 100.00 USD/lot/month and one motorbike parking lot is in Vietnam Dong equivalent to 7.00 USD/lot/month, not including any deposit. However, in case that Leasor decides to increase/decrease parking lot rental, Leasor shall send a notice to customers on this issue one week before date of officially applying new rental.

4. Regulations of parking lot: Leasee commits to comply with regulations issued by Leasor from time to time related to parking lot use.

5. Material responsibility: Except for cases of carelessness or non-fulfilling the duties or intentional fault of Leasor or parking lot staffs, representatives or contractors of the Leasor, the Leasor shall not be responsible for any losses or damage on parking lots or spare parts of Leasee for any reason when cars and motorbikes park at or pass through parking lot.

6. Compensation: Leasee agrees to compensate Leasor sufficiently on the basis of compensating completely for any lawsuit or claim arising from applying or breaching the terms and conditions herein.

Agreed and approved Agreed and approved

Leasor Leasee

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APPENDIX II: REGULATION

Interior installation

1. Except for having prior written consent of Leasor, Leasee shall not hang, set up or install on or inside Grand Plaza Department Store and/or Lease Area :

a) Flagpole or antenna;

b) Any sign plates, boards, banners or any advertising forms with or without dashboard lamps, visible from outside Lease Area at any time (including on glass curtain wall, glazed door at all sides of the store (if any);

c) Any separation wall except for separation walls installed and allowed for installation by Leasor;

d) Air conditioners, machines or equipment besides machines and equipment installed by Leasor within Lease Area ;

e) Supplementary keys, latches or other tools at the access door of the Lease Area ;

Leasor and the authorized representatives of Leasor shall be entitled to remove any of the above furniture if they have not obtained prior consent of Leasor or its authorized representative. All costs for removing shall be paid by Leasee.

2. All types of blinds used within Lease Area shall have external side suitable to the standard colours of the building. Blind designs shall be approved by Leasor to ensure the unity with external side of the building.

3. All activities causing noise and affecting surrounding environment are only performed outside operation time of Grand Plaza Department Store if approved by Management Board of the Building. It is unallowable to install interior fittings, drill, chisel, etc., which causes noise in normal operation time of Grand Plaza Department Store.

4. Leasee shall not replace or change access door (if any) in accordance with general standards of Leasor without prior approval of the Leasor or authorized representative of the Leasor.

5. Leasor shall not put any heavy objects on any floors of Lease Area which exceed designed load of the building (referenced maximum load is 500 kg/m2). Leasor shall be entitled to designate the weight and position of safe box and heavy objects to distribute load reasonably.

Daily activities

6. Leasee shall not perform the followings without prior written consent of Leasor:

• Causing unendurable smell and affecting other people within Grand Plaza Department Store because the smell emits or absorbs from Lease Area by cooking, eating and drinking, decorating, sanitizing, spraying for insects, disposing termites or cockroaches within Lease Area.

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• Allowing anyone to stay overnight at the Lease Area. Leasor shall allow someone to stay overnight only to help Leasee with protecting assets at Lease Area. The Lease Area shall not be used for accommodation in accordance with definitions in laws and current regulations of Vietnam and prior registration shall be made with Leasor and shall be approved by Lessor in writing.

For reference, access hours and operation time of Grand Plaza Department Store:

Floor For staffs of Leasee For customers/guests/or other people of Leasee

1, M, 2, 3, 4 From 8h30 to 22h00 From 9h00 to 21h30

Leasor shall, at its sole discretion, be entitled to change access hours of Grand Plaza Department Store and give prior notice to Leasee to know and cooperate and implement.

• Anything inside or on Lease Area which annoys or causes damage or affects Leasor or other leasees in Grand Plaza Department Store or illegal or contradicts to regulations of Vietnam.

• Hanging any equipment on the floor of the Lease Area or sign boards or advertisement boards at all sides of the Lease Area or within the Grand Plaza Department Store (Such installations affect structure, stability and available technical system of the Building).

• Organizing auction at the Lease Area or other illegal activities (gamble, multi-level sale, etc.).

• Storing or allowing storing weapons, ammunitions, potassium nitrates, blasting powder, oil, petroleum or any explosives, combustible substances or products or dangerous substances or any illegal substances at the Lease Area or any parts of the Lease Area.

• Breeding animals or ornamental plants at the Lease Area.

• Mobilizing and propagandizing guests, lessees, staffs, etc., for illegal purposes and/or violating rules of culture and morality of Vietnam within Grand Plaza Department Store, Leasee shall be responsible for cooperating relevant authorities to prevent these actions.

7. Strictly complying with regulations on fire prevention of the law and regulations issued by Leasor from time to time. Bearing responsibility for participating sufficiently in training course on fire prevention of Grand Plaza Department Store.

8. Business machines and mechanical equipment, upon being approved by Leasor, shall be arranged, installed and maintained by Leasee at Leasee’s own costs, in accordance with the contents agreed with Leasor.

9. Moving, transporting, carrying interior wood furniture, ornamental plants, etc., or cumbersome objects shall be performed after working hour. If within working hour, these shall be performed in accordance with schedule or regulations designated by Leasor or Leasor’s representative.

Leasor shall be entitled to remove out of the Grand Plaza Department Store goods

violating any provision of this Regulation or the Contract in which this Regulation is a part and Leasee shall bear all costs related to this removing.

10. Leasee, any server, staff, agent, guest or authorized person of Leasee shall not bring into elevator for people of the Grand Plaza Department Store any goods, individual furniture,

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luggage, cumbersome parcels, food tray or objects taking up too much room, and Leasee shall ensure the transportation of these objects shall be in compliance with regulations, methods and time regulated by Leasor or Leasor’s representative.

11. Leasee shall not place casks, goods, furniture, wastes or similar obstacles at the access, or exit of the elevator or stairway, stairway to get out of danger and other entrances of the Grand Plaza Department Store of common use with other lessees.

12. Equipment of water pipeline are only used for water supply purpose, Lessee shall not place wastes, rags or other impurities and shall not change or repair to affect system structure and functions. Leasee shall be responsible for paying all costs of recovering all damage due to incorrect use of the pipeline system.

13. Leasee, at its own costs, shall maintain and clean WC pan bases and water equipment privately used by Leasee at the Lease Area within Term in accordance with request of Leasor and in compliance with Vietnam’s laws and regulations. Leasee shall pay all costs of sanitizing and dredging stuck or non-operating ditch due to incorrect or carelessness of Leasee.

14. All windows shall be closed and locked as requested by Leasor, except for urgent cases such as fire, broken air conditioning system and in case that Leasee needs to clean these windows.

15. Ensuring that the Lease Area does not contain insects, flies or mosquitoes. In case that the Lease Area contains insects, flies or mosquitoes, Leasee shall pay for costs of exterminating insects to sanitation companies selected by Leasor. These companies are authorized to come into Lease Area. Leasee shall bear all responsibilities and costs of compensating damage caused by insects at Lease Area for their own assets and Leasor’s assets.

16. All wastes within the Lease Area shall be thrown daily. Light wastes are stored in bags and thrown into waste outlets daily at every floor (e.g. waste paper, tea dregs, fruit peel, food boxes, etc.). Big wastes such as casks, spongy boxes, wooden boxes, fragile objects and liquids (e.g. light bulbs, bottles, water, gasoline, oil, etc.) shall be carried to waste house at the basement in compliance with regulations and guidelines of Leasor. It is absolutely prohibited to throw cigarette ash, inflammable substances into waste outlets and waste house.

17. Letting reporters of television stations or mass media in to interview and work in the Lease Area shall be made a prior notice / registration and approved by Leasor or Leasor’s representative.

When terminating this Lease Contract

18. When terminating this Lease Contract, Leasee shall return the Leasor all keys of working rooms and toilets assigned to Leasee for use.

19. Returning the Lease Area to Leasor when the Lease Area is cleaned, repaired and recovered in accordance with provisions of the Contract. If there arises any damage, repair and replacement of any item, Leasee shall pay for these repairing costs.

20. Returning to Leasor all parking cards (including bicycles, motorbikes and cars), staff cards for coming in and out of Grand Plaza Department Store, furniture, equipment, etc., provided by Leasor or Leasor’s representative during the Term for serving

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management and service supply purposes.

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APPENDIX III: SERVICE FEES

Service Fees include the following items:

1. Operating, checking, maintaining, sanitizing, repairing lighting system in public places, elevators, machines in elevators and air conditioning rooms, water meters and other meters, fire alarms, alarms, fire control equipment, generators, and all machines and equipment in or serving Grand Plaza Department Store.

2. Providing air conditioning in accordance with conditions and standards of Grand Plaza Department Store.

3. Providing and maintaining air conditioning system, electricity, water and other available utilities for Lease Area. Using costs at Lease Area shall be paid by Leasee.

4. Providing electricity and water for public places of Grand Plaza Department Store; pe. Processing waste, waste water and services of processing rubbish.

5. Providing and maintaining (when necessary) sanitation equipment and services within public sanitation area, including providing, maintaining, repairing and replacing storing tools, machines and equipment.

6. Providing staffs of administration and public security for Grand Plaza Department Store and controlling access of Grand Plaza Department Store.

7. Keeping public areas of Grand Plaza Department Store clean and tidy and cleaning outside the windows of Grand Plaza Department Store.

8. Providing and equipping sign plates, guidance, lights, etc., in accordance with reasonability and standards for the purposes of managing and providing services in Grand Plaza Department Store.

9. Providing and installing loudspeaker system for managing, providing and utilizing in urgent circumstances.

10. Providing any other services that the Leasor considers reasonable for the benefits of Grand Plaza Department Store, utilities of the building and lessees or guests visiting and working in Grand Plaza Department Store.

Services costs exclude the following items:

1. Services after normal operation time for Lease Area and related areas including (but not limited to) services of air conditioning, public security, sanitation and technical services, etc. After normal operation time, if having demand of using Lease Area, Leasee shall make proposal to send the Leasor. Costs for using Lease Area outside operation time of Grand Plaza Department Store is in Vietnam Dong equivalent to 35 USD/hour.

2. Electricity used and consumed by equipment and machines installed by Leasee within Lease Area and electricity used for lighting Lease Area shall be calculated by electricity meters and paid to Leasor according to electricity rate used for trading defined by the Leasor on the basis of general regulations of Vietnam Electricity

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Corporation at that time.

3. Costs for telephones or other communications used by Leasee shall be paid directly to the providers.

4. All costs for services directly used by Leasee which are not through services system of Leasor and do not aim at serving common benefits as well as common services of the Building.

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APPENDIX IV: EQUIPMENT AND FURNITURE OF LEASOR

The following assets are specified as assets of Leasor and are received by Leasee in good conditions at time of signing this Lease Contract, unless otherwise noted.

Attached

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APPENDIX V: IDENTITY CARDS OF LEASEE

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APPENDIX VI: INSURANCE CONTRACT OF LEASEE

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APPENDIX VII: SERVICES AND AMENITIES

Leasee can use the following Services and Amenities and these Services and Amenities shall be accounted according to the invoices as stipulated in Article 8 of this Lease Contract:

1. Telephone and fax are in accordance with the invoices of relevant companies. Leasee shall directly pay to these companies all fees, costs and other costs related to telephone lines and/or fax lines on the basis of consumption and these costs shall not include any additional fees from the Leasor.

2. Electricity for public areas. The electricity consumed by Leasee at Lease Area shall be calculated by the electricity meter installed by the Leasor. Leasee shall pay monthly electricity charges according to the invoices.

3. Water;In case that Leasee installs more water equipment besides available equipment handed over by the Leasor (such installations of water system shall be approved by Leasor in writing), Leasee shall pay for monthly water consuming charges on the basis of arising installations.

Leasor reserves the rights to supplement any above mentioned provisions at any time, in consideration of the legitimate rights and benefits of the Parties.

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APPENDIX VIII: BUSINESS ACTIVITIES OF LEASEE

1. Products sold by Leasee at Lease Area

(Trademark)

Leasee shall ensure availability of list and quantity of the above products to sell. Leasee commits not to trade products of same types or same trademarks of those sold by previous/other leasees within Grand Plaza Department Store, as well as not to sell counterfeit, imitation, low quality products, or products with unclear origin.

Leasee is responsible for providing the Leasor with all certificates, authorization letters, distribution authorization contracts, agency contracts, other agreements (if any) and other documents related to brandnames/trademarks of products to be traded at Lease Area which Leasee is authorized to trade/distribute products/goods issued by trademark’s owner and confirmed or approved by State relevant authorities.

2. Services provided by Leasee at Lease Area

Leasee shall not sell any goods and/or provide any services apart from the above described items. If Leasee wishes to change and/or supplement goods/services to the above list, they shall have to obtain prior written consent of the Leasor.

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APPENDIX IX: SPECIAL PROVISIONS

(None)

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