1.

Premises

2.

Permitted Use

3.

Leased Area

4.

Term

5.

Possession Date

6.

Rent and Service Charge

6.1

The rent (“Rent”) payable in respect of the Premises shall be at S$6.70 per square feet per month (excluding GST) or S$3,350.00 per month (excluding GST).

6.2

The service charge (“Service Charge”) (subject to adjustment as set out in the Lease) payable in respect of the Premises shall be S$1.30 per square feet per month (excluding GST) or S$650.00 per month (excluding GST).

6.3

The Rent and Service Charge are payable monthly in advance without any deduction, counterclaim or set off, on the first day of each calendar month. The Landlord shall be entitled from time to time to direct the Tenant to make payments of the Rent, Service Charge and any other payments due under the Lease by way of GIRO or telegraphic transfer through a bank account notified by the Landlord to the Tenant or such other payment mode for this purpose; and all bank charges and administrative charges levied in respect of GIRO or telegraphic transfer or such other payment mode (as the case may be) shall be borne by the Tenant.

6.4

The Tenant shall pay to the Landlord an amount equal to one (1) months’ Rent and Service Charge (including GST) amounting to S$4,360.00 upon acceptance of this Letter as advance month Rent and Service Charge.

7.

Rent Free Fitting Out Period

7.1

The Tenant is given a rent free fitting out period of two (2) weeks (“Rent Free Fitting Out Period”) commencing from and including the Possession Date to carry out fitting out works. Provided that the Tenant has duly completed the fitting out works in compliance with its obligations as set out in this Letter (including the Fit Out Guide) and has obtained all necessary approvals for the operation of its business in the Premises, the Tenant may upon submitting the following documents to the Landlord, commence its business in the Premises during the Rent Free Fitting Out Period

(i)

written notice informing the Landlord of its intention to commence business in the Premises during the Rent Free Fitting Out Period; and

(ii)

written confirmation from the Tenant’s architect that the Tenant has duly completed the fitting out works in compliance with all approved plans from the relevant authorities.

7.2

The Landlord shall grant to the Tenant a licence to the Premises for the duration of the Rent Free Fitting Out Period, and the provisions contained in this Letter and the Lease shall be applicable and enforceable against the Tenant during the Rent Free Fitting out Period.

7.3

No Rent and Service Charge is payable by the Tenant during the Rent Free Fitting Out Period Provided Always that if the Term is determined by the Landlord in consequence of the Tenant’s breach of any terms and conditions of this Letter and the Lease or if the Term is terminated for whatever reason before its expiry, then in addition to and without prejudice to any other rights and remedies of the Landlord at law or in equity, the Tenant shall pay to the Landlord on demand, an amount equal to the Rent and Service Charge payable as if the Rent Free Fitting Out Period had constituted part of the Term of the Lease.

7.4

The Tenant shall pay to The MCST Plan No. 2175 (“MCST”) a sum of S$5,000.00 as the fitting out deposit prior to carrying out any fitting out works. The fitting out deposit will be held by the MCST as security for the due compliance by the Tenant of the Tenant’s obligations as set out in this Letter (including the Fit Out Guide) and for making good any damage caused to the Premises and/or the Building. Prior to commencing any fitting out works, the Tenant shall comply with the insurance requirements in connection with such works as set out under the Lease and the Fit Out Guide.

8.

Security Deposit

8.1

The Security Deposit shall be a sum of S$12,000.00 being three (3) months’ Rent and Service Charge (excluding GST), payable by cash to the Landlord upon acceptance of this Letter and is to be maintained throughout the Term.

8.2

If the Tenant fails to comply with any of the terms and conditions in this Letter and the Lease to be observed and complied with on the Tenant’s part, then the whole or such part of the Security Deposit as shall be necessary to remedy such breach shall be forfeited by the Landlord and applied thereto without prejudice to the Landlord’s other rights and remedies at law or in equity including the right to claim against the Tenant to the extent that the Security Deposit shall be insufficient for this purpose and the Landlord’s right if the Landlord shall think fit, to rescind the Lease and to

9.

Charges for Amenities

10.

Fitting Out Works

11.

Health And Fire Safety Requirements

11.1

The Tenant shall at all times during the Term keep the Premises in a clean, good (fair wear and tear excepted) and hygienic condition and shall observe, perform and comply with all statutory regulations and bylaws of the MCST. The Tenant shall indemnify and keep the Landlord indemnified against all costs, claims, liabilities, fines, penalties or other expenses whatsoever which may be payable by the Landlord due to the Tenant’s non-compliances.

11.2

The Tenant shall strictly adhere and promptly comply with any safety or fire safety regulation or direction which may be prescribed from time to time by the relevant authorities.

12.

Legal Costs, Administrative Fees and Stamp Duty Fees

13.

Property Tax

14.

Goods & Services Tax

15.

Insurance

15.1

effect and keep current an adequate public liability insurance policy of S$2,000,000, per single occurrence, in respect of the Premises at all times during the Term which shall be taken out with an insurance company approved by the Landlord (such approval not to be unreasonably withheld or delayed) and shall be in the joint names of the Landlord and the Tenant and to pay all premiums, costs and disbursements in connection thereof;

15.2

keep current an adequate insurance policy which shall be taken out with a reputable insurance company on plate and tempered glass, internal partitions, furniture and fittings, equipment and all goods and merchandise belonging to or held in trust by the Tenant in the Premises against loss or damage by fire, flood, water, damage or discharge from the sprinkler system and/or any other causes; and

15.3

produce to the Landlord on demand the policies referred to above as well as the receipts for payment of premium in respect thereof.

16.

Option to Renew

17.

No Assignment

17.1

The Tenant shall not be entitled to assign the whole or any part of this Letter and the Lease, mortgage, charge, license, sublet or grant the use of the whole or any part of the Premises or in any way demise or dispose of or part with possession of any part of the Premises.

17.2

Where the Tenant is a company, any change in the management control or majority shareholders of the Tenant made without the prior written consent of the Landlord will be treated as an assignment of this Letter and the Lease.

17.3

The Landlord may however assign or novate all its rights and interest under this Letter and the Lease (including transfer of the Security Deposit) at its sole discretion. The Tenant shall, by the acceptance of this Letter, be deemed to have consented to any such assignment or novation. It is hereby agreed that the Tenant shall accept the assignee/novatee as the new Landlord and will release the Landlord from all its obligations under this Letter and the Lease. Where required by the Landlord, the Tenant shall execute an assignment or novation agreement made or to be made by the Landlord and its assignee/novatee, such assignment or novation agreement to be prepared by and at the expense of the Landlord.

18.

Additional Conditions

18.1

not to lodge any caveat in respect of its rights, title, benefits or interests under this Letter and/or the Lease;

18.2

not to register the lease of the Premises herein granted.

19.

Confidentiality

20.

Default

20.1

the Tenant withdraws or cancels or attempts to withdraw or cancel its acceptance of this Letter; or

20.2

the Tenant fails to comply with any terms and conditions of this Letter and/or the Lease (including but not limited to the payment terms or taking possession of the Premises on the Possession Date for any reason whatsoever); or

20.3

the Tenant fails for any reason whatsoever to execute, sign or return the Lease to the Landlord within seven (7) days from the date of this Letter; or

20.4

bankruptcy or winding-up or judicial management proceedings are commenced against the Tenant,

(i)

the monies paid by the Tenant under this Letter to the Landlord (including Rent, Service Charge and the Security Deposit) shall be forfeited absolutely to the Landlord;

(ii)

the Landlord shall no longer be bound by any of the provisions of this Letter and/or the Lease, or by its obligation to lease the Premises to the Tenant; and

(iii)

neither the Landlord nor the Tenant shall have any further obligation to the other under this Letter and/or the Lease.

21.

Joint and Several Liability

22.

Exclusion of Third Party Rights

23.

Severance

24.

Entire Agreement

25.

No Representation

25.1

The Landlord shall not be bound by any representation or promise (written or otherwise) with respect to the Building, appurtenances, or in respect of the Premises, except as expressly set forth in this Letter, which shall in no way be modified by any oral discussions which may have preceded the acceptance of this Letter.

25.2

The Tenant shall obtain at its own expense all relevant permit(s), consent(s), licence(s) or approval(s) for the use of the Premise for the Tenant’s intended use and the Landlord makes no representation that the Premises can be used for the purpose intended by the Tenant.

25.3

The Landlord does not expressly or impliedly warrant that the Premises are now or will remain suitable or adequate for all or any of the purposes of the Tenant and all warranties (if any) as to the suitability and adequacy of the Premises implied by law are hereby expressly negated.

26.

Execution of Lease

26.1

The Tenant shall execute and return to the Landlord the Lease (in duplicate), the Landlord’s specimen form of which is annexed hereto as Schedule 2, within seven (7) days from the date of receipt of the Lease (in duplicate) from the Landlord.

26.2

The Lease so executed shall be dated and completed prior to the commencement of the term granted herein.

26.3

Until execution of the Lease, all the terms and conditions, covenants and provisions as found in the specimen Lease will be fully operative and binding between the Landlord and the Tenant upon the Tenant’s acceptance of this Letter.

27.

Continuing Effect

28.

Acceptance

28.1

a cashier’s order, cheque or evidence of bank transfer for the sum of S$4,360.00 being the advance rent payable as stipulated in paragraph 6.4 issued in favour of “Artemis Ventures Pte. Ltd.”;

28.2

a cashier’s order, cheque or evidence of bank transfer for the sum of S$12,000.00 being the Security Deposit payable as stipulated in paragraph 8.1 issued in favour of “Artemis Ventures Pte. Ltd.”;

28.3

a cashier’s order, cheque or evidence of bank transfer for the sum of S$2,500.00 being the Landlord’s base legal fees payable as stipulated in paragraph 12 issued in favour of “Withers KhattarWong LLP”; and

28.4

a cashier’s order, cheque or evidence of bank transfer for the sum of S$384.00 being the stamp duty fee payable in respect of this Letter issued in favour of “Withers KhattarWong LLP”.

1

Reinstatement of Premises to Bare Condition

2

Display of Sign