EX-4.4 11 f20fr12g2020ex4-4_guard.htm LEASE AGREEMENT BETWEEN VARIN WORLD COMPANY LIMITED AND GUARDFORCE CASH SOLUTIONS SECURITY (THAILAND) COMPANY LIMITED DATED MAY 27, 2019

Exhibit 4.4

LEASE AGREEMENT

Between

Varin World Company Limited

And

Guardforce Cash Solutions Security (Thailand)

Company Limited

Date 27 May 2019

LEASE AGREEMENT

	27 MAY 2019
	Made at Guardforce Cash Solutions Security (Thailand) Company Limited

This Lease Agreement is made between Varin World Company Limited, having its principal office located at No. 96 Vibhavidi-Rangsit Road, TaladBangkhen Sub-District, Laksi District, Bangkok 10210, represented by Mr. Varin Pulsiriwong, managing director, (hereinafter referred to as the “Lessor”) of the one part, and Guardforce Cash Solutions Security (Thailand) Company Limited, having its principal office located at No. 96 Vibhavidi-Rangsit Road, TaladBangkhen Sub-District, Laksi District, Bangkok 10210, represented by Mr. Chu Kwok Wing and Ms. Chanpreeya Ekthammasut, authorized directors (hereinafter referred to as the “Lessee”) of the other part.

The Lessor and the Lessee are hereinafter collectively referred to as the “Parties”, and individually as a “Party”).

The Parties hereto agree to enter into this Lease Agreement with the terms and conditions as follows:

1.	Definitions and Interpretation:

1.1	“Agreement^- means this lease agreement including addendums and attachments (and all the amendments, additions or modifications made from time to time by the Parties in writing).

“Business” means the business being operated by the Lessee.

“Lease Term” means the term of the lease of the Leased Premises as provided in Clause 6 including an extended term which may be agreed from time to time.

“Rental” means the rental as per the rate provided in Clause 5, which is paid to the Lessor due to the use of the Leased Premises.

“Leased Premises” means the land and building as indicated in Clause 2.

“Decorations and Equipment” means furniture, fixtures and equipment which are installed for use with electricity, air conditioning, telephone, fire alarm, water supply and water drainage systems which are installed by the Lessor at the Leased Premises for the Lessee’s benefits and facilitation in enjoying the lease as per its purpose referred to herein.

“Security Deposit” means a security deposit in the amount of 5,100,000 baht (Five Million and One Hundred Thousand Baht) which has been placed by the Lessee according to the previous lease agreement and will remain a security deposit under this Agreement.

1.2	In this Agreement, unless the context otherwise requires:

(a)

the headings are inserted for convenience only and shall not affect the interpretation and construction of this Agreement;

(b)

references to clauses or appendices and attachments are to clauses or appendices and attachments to this Agreement;

(c)

words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting a person includes any individual, corporation, or other entity;

(d)

references to either Party to this Agreement shall include such Party’s permitted successors and assigns;

(e)

references to this Agreement or to any other agreement shall include such other agreement as may from time to time be, amended, supplemented or novated; and

(f)

the schedules or attachments to this Agreement form part of this Agreement.

2.	The Lessor agrees to lease to the Lessee and the Lessee accepts to lease the Leased Premises together with the Decorations and Equipment for a period of 3 (three) year commencing from 1 November 2019 to 31 October 2022 with the following details;

2.1	The parcel of land designated by the land title deed (Chanote) as attached hereto.

2.2	The parcel of space area of 3 storeys of World Express Building located at No. 96 Vibhavidi-Rangsit Road, TaladBangkhen Sub-District, Laksi District, Bangkok 10210, with a total area of 2,192 square meters.

2.3	The parcel of space area of 2 storeys of Naew Na Building located at No. 96 Vibhavidi-Rangsit Road, TaladBangkhen Sub-District, Laksi District, Bangkok 10210, with a total area of 1,202 square meters.

2.4	The parcel of space area of 1 storey of Varin World Building (adjacent to Pathai School) located at No. 96 Vibhavidi-Rangsit Road, TaladBangkhen Sub-District, Laksi District, Bangkok 10210, with a total area of 576 square meters.

2.5	The parcel of space area of 2 storeys of Training Building (next to canteen) located at No. 96, Vibhavidi-Rangsit Road, TaladBangkhen Sub-District, Laksi District, Bangkok 10210, with a total area of 480 square meters.

2.6	The parcel of space area of 2 storeys of canteen, lodge and garage building located at No. 96, Vibhavidi-Rangsit Road, TaladBangkhen Sub-District, Laksi District, Bangkok 10210, with a total area of 725 square meters.

2.7	The parcel of car parking space located at No. 96 Vibhavidi-Rangsit Road, TaladBangkhen Sub-District, Laksi District, Bangkok 10210.

3.	Lessor’s Responsibility

3.1	The Lessor shall arrange and maintain clear in-out passages through the Leased Premise at all times for the benefit of the Lessee.

3.2	The Lessor shall be responsible for income tax arising out of the lease.

3.3	The Lessor shall permit the Lessee’s vehicles to pass in and out of the Leased Premises. In the event of repairs and/or the development of the Leased Premises, the ingress and egress through Vibhavadi - Rangsit Road will be open.

4.	Lessee’s Obligations and Responsibilities

4.1

The Lessee shall use the Leased Premises solely for the purpose of operating its business and shall not sublease or assign the lease right to any third party nor shall it make guarantee to the third party of the lease right as security for the debt payment without the prior written consent of the Lessor.

4.2

The Lessee shall, at its expense and responsibility, proceed or arrange for the maintenance and repair of the main structure and all structures relating to or in connection with the Leased Premises including but not limited to painting, exterior architecture situated at the front of the Leased Premises, repair of the main structure which includes but not limited to construction work, maintenance and repair of power cables (including electrical wiring in the Leased Premises), wall cracks, leaking or corrosion of water pipes, or wastewater treatment system, etc. In addition, the Lessee shall arrange for all risk insurance covering the Leased Premises including fire insurance and flood insurance and be responsible for the payment of the insurance premiums and related expenses. The Lessor will be the beneficiary of such insurance policies. The Lessee shall also arrange for an insurance covering loss or damage of the Lessee’s property situated in the Leased Premises at its own cost and it will be the beneficiary of this insurance policy.

4.3	The Lessee shall pay Rental or all monies which are due to be paid within the prescribed period and in accordance with the method of payment as provided hereunder throughout the Lease Term.

4.4

The Lessee shall not make any installation, addition, decoration, alteration or modification of the Leased Premises unless it obtains the prior written consent of the Lessor, provided that such written consent shall not be unreasonably withheld by the Lessor. Upon termination of this Agreement for whatever reason, the Lessor may exercise its right to demand the Lessee to surrender the Leased Premises together with all fixture additions and modifications in good condition except for fair wear and tear and the Lessor will be entitled to take possession of the Leased Premises immediately. The Lessee agrees that all fixture additions and modifications shall become the property of the Lessor without any claim for compensation or any consideration. Alternatively, the Lessor may exercise its right to demand the Lessee to surrender the Leased Premises and dismantle all such additions, modifications, decorations, in whole or in part, and make repair of the Leased Premises in a good condition at its own cost.

4.5

The Lessee shall maintain and repair the Leased Premises and all fittings and fixtures including the leased decorations and equipment in a good condition except for fair wear and tear at all times. If there is any breakdown, loss or damage occurring during the Lease Term of this Agreement, the Lessee shall repair or replace it in a good working condition (normal wear and tear excepted) at its own cost. If the Lessee receives an advance notice and fails to make such repair or maintenance within the reasonable period, the Lessor shall be entitled to enter the Leased Premises to make the repair or improvement and the Lessee shall reimburse the Lessor the payment of all actual and reasonable expenses incurred thereby within 15 days from the date of receipt of the Lessor’s written notice.

4.6	The Lessee shall not store or keep any objects or articles that weigh more than 200 kilograms per square meters within the Leased Premises.

4.7	The Lessee agrees to let the Lessor or its representative enter the Leased Premises at a reasonable period of time upon receipt of an advance notice from the Lessor or its representative, to perform the following;

(a)

To inspect the condition and repair of the Leased Premises, decorations and equipment;

(b)

To perform the repair, addition, modification, alteration or any act which the Lessor may deem necessary or appropriate;

(c)

To cease or restrain an act or demeanor which may cause annoyance or danger or noise and/or to cause an act of compliance with the Lessor’s instructions, rules and regulations in relation to the Leased Premises; and

(d)

To present the third party who wishes to take the lease of the Leased Premises during the 3 month period prior to expiration of the term of the Agreement or the termination date.

4.8

The Lessee shall not keep or store any articles of a combustible or inflammable, chemical substances and any articles of dangerous nature including illegal goods or objects within the Leased Premises. In addition, the Lessee shall not use the Leased Premises for any illegal or immoral business nor shall it do or permit to be done anything in the Leased Premises or the adjacent area outside the Leased Premises that may cause vibration, light, sound, smell, smoke, or similar affect that are against the law, peace or public order.

4.9	The Lessee shall not use or permit any person to use the Leased Premises for the residential purpose either for a short or long term unless it obtains the written consent of the Lessor.

4.10

The Lessee shall pay the Lessor the actual cost of electricity and other utilities consumed by the Lessee at, in and about the Leased Premises at rates to be specified by the provider of such electricity and utilities and according to units of consumption recorded by the water and electric meters and other utility meters (if any) connected to the Leased Premises. In addition the Lessee shall be responsible for the installation of any additional utility system, if needed, provided that, prior written consent of the Lessor is given.

4.11	The Lessee shall keep and maintain the Leased Premises and the adjacent area outside the Leased Premises clean, neat and in a sanitary condition.

4.12

The Lessee shall be responsible for the payment of house and land tax, signage tax, stamp duties and all government fees and expenses arising out of or incurred by the execution of this Agreement throughout the Lease Term. Nevertheless, the Lessee agrees that in the event that the Lessor makes advance payment of taxes, stamp duties, all government fees or expenses as aforementioned, the Lessee shall reimburse the Lessor the amount paid by the Lessee as appeared in such a receipt within 15 (Fifteen) days from the day the Lessor notified the Lessee of such payment. . If the Lessee fails or delays in making the reimbursement or payment within the prescribed period, the Lessee agrees to pay a penalty at the rate of 7.5% per annum of the sum payable by the Lessee to the Lessor from the due date of such payment until the date the Lessee has made the payment in full. The Lessor reserves the right to terminate this Agreement on the grounds of the Lessee’s default.

4.13

The Lessee shall comply with the reasonable rules and regulations in connection with the use of the Leased Premises and Decorations and Equipment currently prescribed or which may be prescribed in the future by the Lessor. The Lessee shall manage its employees, representatives and subordinates to comply with all terms and conditions, covenants and representations given or provided under this Agreement including any agreements which bind upon both the Lessee and the Lessor.

4.14

The Lessee shall not install signage, advertising boards, symbols, antennas, satellite dishes or other communication devices in the Leased Premises unless it is for the business purpose of the Lessee. Such installation shall not create interference to the Lessor or other persons in the surrounding area or create unsatisfactory scenery. Plans of the Lessee’s installation of the business advertising signage at any spot shall be proposed to the Lessor for approval and receive prior written consent of the Lessor.

5.	Rental, Terms of Payment and Security Deposit

5.1

In consideration of the lease of the Leased Premises, the Lessee agrees to pay the total 3-years’ rental in the sum of THB 94,500,000 (THB Ninety Four Million Five Hundred Thousand Only), provided that a year’s rent will be paid in full in advance by cashier’s cheque payable to “Varin World Company Limited” according to the following payment schedule;

5.1.1

The first year’s rent for the period of 1 November 2019 — 31 October 2020: The sum of THB 31,500,000 (THB Thirty One Million Five Hundred Thousand Only) shall be paid on or before 30 July 2019, provided that such rent is separated into (i) the rental for the Leased Premises in a total amount of THB 18,950,400; and (ii) the rental for Decorations and Equipment to be installed in the Leased Premises in a total amount of THB 12,549,600 (Excluding VAT); and

5.1.2

The second year’s rent for the period of 1 November 2020 — 31 October 2021: The sum of THB 31,500,000 (THB Thirty One Million Five Hundred Thousand Only) shall be paid on or before 30 July 2020, provided that such rent is separated into (i) the rental for the Leased Premises in a total amount of THB 18,950,400; and (ii) the rental for Decorations and Equipment to be installed in the Leased Premises in a total amount of THB 12,549,600 (Excluding VAT); and

5.1.3

The third year’s rent for the period of 1 November 2021 — 31 October 2022: The sum of THB 31,500,000 (THB Thirty One Million Five Hundred Thousand Only) shall be paid on or before 30 July 2021, provided that such rent is separated into (i) the rental for the Leased Premises in a total amount of THB 18,950,400; and (ii) the rental for Decorations and Equipment to be installed in the Leased Premises in a total amount of THB 12,549,600 (Excluding VAT).

The Parties agreed and accepted that if the due date for payment of the rent as mentioned above falls on a weekend or public holiday, the payment of such rent shall be made on the business day following such weekend or public holiday.

If this Agreement is terminated without fault on the part of the Lessee or the Lessee’s failure to comply with the substantial terms and conditions of the Agreement prior to expiration of the Lease Term, the Lessee will receive a refund on a pro rata basis within 90 days after the notification date of termination.

5.2

As a guarantee of the Lessee’s faithful performance of this Agreement, the Lessee agrees to place a Security Deposit in the amount of 5,100,000 baht (Five Million and One Hundred Thousand Baht), provided that the Lessor agreed and accepted that the security deposit which has been placed by the Lessee according to the previous lease agreement will remain as a Security Deposit under this Agreement. If the Lessee is in default or fails to perform any terms and conditions of the Agreement, the Lessor shall have the right to retain the Security Deposit in full without prejudice to the Lessor’s right to demand other compensation from the Lessee. In no event shall the security deposit herein be considered or regarded as advance payment of the Rental or other fees.

If the Lessee has fully fulfilled its obligation under the terms and conditions specified herein, the Said security Deposit shall be refunded to the Lessor without interest and deduction within 30 (thirty) days from the date on which the Lessee completely surrenders the Leased Premises together with Decorations and Equipment in good condition and has fully made payment of all outstanding monies (if any) to the Lessor.

6.	Lease Term

This Agreement is in full force and effect for a period of 3 (three) years from 1 November 2019 until 31 October 2022. If the Lessee wishes to renew the Lease Term, the Lessee shall be entitled to renew the lease for another 3 (Three) years. Provided, however, that the Lessee is required to notify its intention to renew the lease to the Lessor in writing 6 months in advance prior to expiration of the Agreement.

In the event that the Lessee exercises its right to renew the lease, the Parties agree that all terms and conditions of this Agreement (as applicable), except for the rent shall apply to the renewal period mutatis mutandis. The Parties shall mutually agree on the rental rate for the renewal period which will take into consideration the economic situation at that time as well as the average appraised value of the Land, excluding any assets and construction on it.

7.	Representation and Warranty of the Lessor

7.1	The Lessor has the rights, without any restriction, to lease the Leased Premises and Decorations and Equipment to the Lessee according to the terms and conditions of this Agreement.

7.2	The Lessor does not let or permit any person to take on lease of any part of the Leased Premises or Decorations and Equipment.

7.3

The Lessee has the sole right to possess the Leased Premises and Decorations and Equipment and may install or construct or cause, perform or permit the installation or construction of a building or connecting part of the building at any time after the date of this Agreement. Such work on the additions to the structure of the building or building construction or new construction must receive prior written consent of the Lessor.

7.4	The Lessor has fully and completely received the entire consent, permission and acceptance which should be obtained for performing its obligations under this Agreement.

7.5

The Lessor shall not sell, transfer or distribute nor shall it consent to the sale, transfer or distribution of any part of the Leased Premises to any person or entity for the term of this Agreement. If the Lessor wishes to sell, transfer, allocate and/or make a new allotment (hereinafter collectively referred to as “Transfer”) the Leased Premises to any third party, the Lessor may transfer the Leased Premises in whole or in part, provided that, the Lessor notifies the Lessee of such Transfer in advance and said Transfer shall be in accordance with the terms and conditions of this Agreement. In the event of the Transfer, the Lessor shall be responsible for managing the transferee to admit and bind upon the terms and conditions of this Agreement.

7.6	The Lessor shall permit the Lessee to have quiet possession and enjoyment of the Leased Premises and buildings situated in the area of the Leased Premises during the term of this Agreement.

7.7

The Lessor shall allow the Lessee to use the address according to the household registration of the Leased Premises for the purpose of business operation of the Lessee and shall assist, facilitate and cooperate with the Lessee in liaison, registering, including granting its consents and/or signing any documents required by the Lessee in order to achieve the objective of the lease under this Agreement. In addition, the Lessor agrees to provide the Lessee as such with full support and assistance and perform all necessary acts and things without delay and without unreasonably withholding cooperation and at no additional cost or consideration to the Lessee in order to achieve the objective of the lease under this Agreement.

7.8

In case the Lessor wishes to sell the Leased Premise, the Lessor shall immediately notify the Lessee of the proposed selling price and shall grant the Lessee, or its designated person or legal entity, a right of first refusal to purchase the Land for at least 60 (Sixty) days on such terms as to price and timing as the Lessor shall reasonably decide. If the Lessee or its designated person or legal entity waives its right or fails to exercise its right to buy the Land, the Lessor must ensure the sale is transacted to a third party on terms not more favourable to that third party than the terms offered to the Lessee or the person or legal entity designated by the Lessee. In such event the Lessor must ensure that the prospective buyer of the Leased Premise enters into this Agreement and agrees to be bound by the terms and conditions of this Agreement, including the provisions regarding the renewal rights under clause 6 of this Agreement, without claiming any payments, other than the payment of the Rental under this Agreement.

8.	Representation and Warranty of the Lessee

8.1	The Lessee shall make payment of the Rental in accordance with the terms of Clause 5 hereof.

8.2	The Lessee shall comply with the applicable laws, rules, ordinances and legal advice which are in force or which may be prescribed from time to time by the relevant authorities or the Lessor in relation to the use and possession of the Leased Premises.

9.	Either Party Represents and Warrants to the Other Party that:

9.1

Each Party is a company legally established and retains its legal status of a juristic entity, being capable of holding proprietary rights to conduct its business as it is currently being operated. Each Party has the authority to execute, operate, deliver and perform any necessary act to acquire the right to operate and deliver this Agreement including performing any act in accordance with the provisions of this Agreement.

9.2	The obligations expressly prescribed for each Party in this Agreement are legally binding and enforceable and not in conflict with any applicable law or rule or with the corporation establishment documents.

9.3	All information given by either Party to the other Party is correct, complete and true in essence in all respects upon the date of giving the information and will not cause confusion to the other Party in whatsoever manner.

9.4

There is no litigation, arbitral proceedings, investigation, administrative proceeding of or against the courts, arbitrators or authorities which (if consideration will be adversely affected) may be anticipated that it will affect or cause server damage in performing in compliance with the terms and conditions of this Agreement by each Party.

9.5

There is no action being taken against the Company by law or by initiation of a reminder of the initiation of any act or proceeding in relation to (1) winding up, dissolution, insolvency, bankruptcy (2) acquisition, compromise, transfer, arrangement with the creditors (3) appointment of a liquidator, receiver, executor in relation to the company or assets, or any similar proceeding or procedure taken for any other purpose than for insolvency rehabilitation or merger and acquisition.

9.6

The Lessor shall indemnify and hold harmless the Lessee, its assignee or successors from and against all claims, orders, operations, losses, damages, expenses, service fees, expenditures and actions which may lead to or effect or cause damage to the Lessee or affect the right of the Lessor in the Leased Premises if any one of the Lessor’s representations or warranties is falsified, incorrect or untrue or if the peaceful possession or use of the Leased Premises is interfered for whatever reason.

9.7

The Lessee shall use the Leased Premises to conduct the business of the Lessee and its associated, subsidiary and affiliated companies and for any or all other related acts. The use of the Leased Premises for the operation as an office shall not be restricted or interfered and the Leased Premises shall always be ready night and day for the Lessee, its employees, staff members, representatives, customers, visitors and guests.

10.	Termination

10.1	In the event of the occurrence of any of the following events or circumstances, it shall constitute a justified cause for the termination of this Agreement to be notified by the Lessee to the Lessor.

(a)

the liquidation, bankruptcy, dissolution or cessation of business of the Lessor or the taking of legal proceedings for the winding up, restructuring or dissolution of the Lessor, or on the appointment of a liquidator in respect of the Lessor;

(b)

failure of the Lessor to comply with the terms and conditions of this Agreement, provided that such provision will be subject to Clause 10.3; or

(c)

the Lessor’s act of performing under this Agreement, which is against the law.

In this regard, the Lessor shall be liable to return all unused rent, including a full amount of security deposit according to Clause 5.2 to the Lessee, together with all proven damages of the Lessee within 15 days after the Lessee terminates this Agreement.

10.2	In the event of the occurrence of any of the following events or circumstances, it shall constitute justified cause of termination to be notified by the Lessor to the Lessee.

(a)

the liquidation, bankruptcy, dissolution or cessation of business of the Lessee or the taking of legal proceedings for the winding up, restructuring or dissolution of the Lessor, or on the appointment of a liquidator in respect of the Lessee;

(b)

failure of the Lessee to comply with the terms and conditions of this Agreement, provided that such provision will be subject to Clause 10.3; or

(c)

the Lessee’s act of performing under this Agreement, which is against the law.

In this regard, the Lessee agrees that the security deposit according, to Clause 5.2 shall be forfeited as compensation.

10.3

In the event of a material breach of the terms and conditions of this Agreement by either Party, the non-defaulting Party may give notice of the breach to the defaulting Party. If such breach is not cured by the defaulting Party within the said 30 day period from the date of receipt of notice, it shall be deemed that the last day of the 30 day period is the date of termination of the Agreement with immediate effect. Except for the breach or default in paying the Rental within the prescribed period, the Lessor is entitled to terminate the Agreement forthwith.

10.4	Unless specifically provided for herein, both Parties agree that this Agreement shall also terminate in the following circumstances:

(a)

Upon the expiration of the Lease Term under this Agreement or the renewal period;

(b)

If any or all substantial parts of the Leased Premise would become in unusable condition for the purpose of this Agreement because of any circumstances or any events beyond the Parties’ control, the Lessee shall have the option either to terminate this Agreement extra-judicially or to continue with the same. In such event all Parties declare to be willing to re-negotiate rental conditions and payment of the rent depending on the actual situation. If the Lessee elects to terminate this Agreement, the Lessee shall remove all its belongings and vacate the Leased Premise, provided that the Lessee only be responsible for rent accruing through to the date of handover of the Leased Premise, but if the Lessee selects to continue this Agreement, the Lessee, at its own cost, shall commence reconstruction or repair of the Leased Premise within the reasonable period.

10.5

Unless otherwise agreed by the Parties, if either Party desires to terminate this Agreement prior to the expiration of the Agreement, such Party shall be required to notify its intention to other Party in writing 12 months in advance prior to the effective of such termination, provided that all unused rent, including a full amount of security deposit according to Clause 5.2 shall be returned to the Lessee.

11.	Disputes

In the event of any dispute or difference arising out of this Agreement, such dispute or difference shall be referred to the arbitrator to be proposed and agreed between the Parties and determined in accordance with the provision of the Civil and Commercial Code.

12.	Severability

If any of the provisions of this Agreement are held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect or impair the remainder or any other provisions hereof. The Parties will use their reasonable endeavor in superseding the invalid or unenforceable provisions with valid provisions which affect the enforceability in a maximum similar manner.

13.	Notices

13.1

Any notice or communication to be served under this Agreement shall be made in writing signed by or in the name of the Party sending the same and shall be hand delivered or sent by facsimile transmission or by registered post to the addressee at the address of the addressee given in Clause 13.2 or at such other address as such addressee may have notified to such Party in writing. Such notice sent by hand delivery, facsimile transmission or registered post shall be deemed to be duly sent;

(a)

if delivered by hand, at the time of signing for the receipt. If there is no signing, on the date of delivery;

(b)

if sent by facsimile transmission, on the next business day the transmission is sent and at the place of sending if there is an electronic confirmation report on the sending;

(c)

if sent by registered post, at the time of signing for the receipt of the post.

13.2	The Parties’ addresses for the purposes provided under Clause 13.1 are as follows:

	Lessee:	Guardforce Cash Solutions Security (Thailand) Company Limited
	Address:	No. 96 Vibhavidi-Rangsit Road, TaladBangkhen Sub-District, Laksi District, Bangkok
	Attention:	Khun Chu Kwok Wing
	Tel.:	0-2973-6010-12
	Lessor:	Varin World Company Limited
	Address:	No. 96 Vibhavidi-Rangsit Road, TaladBangkhen Sub-District, Laksi District, Bangkok
	Attention:	Khun VarinPulsiriwong, Khun ParondejPulsisiwong
	Fax:	0-2552-3783
	Tel.:	0-2521-4946

13.3	Either Party may change its address or facsimile number or any details of the sending of notices as provided under Clause 13. Such notice or communication to be served or beproceeded by either Party according to or in connection with this Agreement shall be made in English and Thai languages.

14.	Additional Representation

The Lessor will provide assistance as necessary according to the Lessee’s reasonable request made from time to time at the cost of the Lessee in order for the Lessee to be able to utilize the terms and conditions of this Agreement and to considerably operate its business in the Leased Premises.

15.	Expenses and Expenditure

Unless agreed otherwise in this Agreement, each Party shall be responsible for its own expenses incurred by the negotiation, preparation and execution of this Agreement.

16.	No Partnership

Nothing in this Agreement shall be deemed to be the establishment of a partnership between the Parties, constitute either Party the agent of the other Party for whatever reason.

17.	lndulgence

17.1

The Parties’ delay or error in exercising their rights or remedy under this Agreement shall not be deemed a waiver of the rights or remedy or the indulgence in exercising the rights or remedy of another matter by the Parties and a waiver by a Party of any requirement under this Agreement in one instance does not constitute a continuing waiver of such requirement.

17.2	The right and remedy hereunder are specific rights and are not restricted only under the provisions of law.

18.	Entire Agreement

This Agreement constitutes and contains all of the agreed upon terms and conditions and understandings between the Parties concerning the lease of the Leased Premises and buildings constructed on the Leased Premises including Decorations and Equipment which supersedes all previous agreements, understandings, proceedings and/or contracts between the Parties either by verbal or in writing in relation to the lease of the Leased Premises which may be agreed upon between the Parties prior to the date of this Agreement.

19.	Applicable Law

This Agreement shall be enforced, interpreted and construed in accordance with the laws of the Kingdom of Thailand.

20.	Duplicate

This Agreement is made in writing and in duplicate with identical contents. Each Party retains one copy. Each copy is signed and deemed to be the agreement which is effective and enforceable as both having signed on the same copy.

[Remainder of page intentionally left blank; signatures page to follow.]