Unofficial English Translation Plant Lease Agreement
Exhibit
10.7
Unofficial
English Translation
Party A:
ZhongYun Instrument Sales Limited, High-Tech Industrial Development Zone,
Urumqi
Party B:
Beijing Agritech Fertilizer Limited, Xinjiang Branch
Through
the equal and mutual negotiation, with regard to the matter that Party A leases
Party B its legally owned land, plant and office, both parties agree as
follows:
1.
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The
plant of Party A is located in No. 10 (a temporary number), Weisi Road,
North Zone Industrial Park, Gaoxin District, Urumqi, Xinjiang. The total
coverage of the plant area is 25 mu. Party A leases Party B 110 m² of the
office and 3000 m² of the plant of the total plant area. In case the
actual building coverage is lower than the agreed coverage stated in this
agreement and the drawing, the rent of Party B shall be deducted pro
rata.
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2.
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Party
A shall deliver the plant to Party B prior to June 10, 2007. The term of
the lease starts from June 10, 2007 to June 10, 2017. The term of the
lease is 10 years. In the event that the term of the lease is less than
one year, the rent shall be calculated according to the average daily
rent. The rent shall be adjusted according to the market price after three
years of the term. The adjustment range shall not exceed 16% of the
original total amount of the
rent.
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3.
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The
total amount of the rent (the actual rent) is RMB 300,000/ year. Within 10
days upon signing the agreement, Party B shall pay Party A RMB 300,000 of
the one-year rent (from June 10, 2007 to June 10, 2008) Afterward, Party B
shall pay Party A RMB 150,000 within 10 days prior to the start date of
the next half-year term. In the event that Party B defers to pay rents for
one month, Party A is entitled to terminate the agreement and hold Party B
liable for its breach in accordance with the agreement. Party A shall
provide Party B with an invoice of the same amount of the paid rent from
Party B. The rent calculation
date starts from the date that Party A delivers the land and plant to
Party B, Party B accepts them after examining and both parties sign the
closing list. Upon the closing, Party A shall present the certificates of
land use, the construction plan, compliance certificates of the fire
safety from the relevant agencies to guarantee the regular use for Party
B, otherwise Party A shall compensate Party B its losses arising from the
breach.
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4.
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Under
the circumstance that Party B shall not alter the general landscape and
function of the plant, it may partially alter, expand and improve the
plant.
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5.
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The
calculation of fees of water, electricity, and heating: Party A is
responsible for installing the water, electric and heating meters in the
office and the plant. The premises management personnel of Party A will
record the meters monthly and charge to Party B according the records.
Party A shall deliver the receipts of water, electricity and heating fees
to Party B. Party B shall pay the aforesaid fees within three days upon
the receipt of the regular business expense receipts and
invoices.
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6.
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Party
A shall be responsible for installing water, electric and heating systems
on the plant and the office, and the water system shall be activated for
use. Party A shall install two telephones on the office Party B leases.
The telephone bills shall be paid by Party B. Party A shall be responsible
for the maintenance of the electric, water and heating systems on the
plant, and the relevant maintenance expenses as well to guarantee the
regular use of Party B.
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7.
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During
the term of the lease, in case Party B discovers any damage or malfunction
of the plant, the office and their affiliated facilities due to quality
problems that do not attributed to the misuse of Party B, it shall timely
notify Party A to repair them. Party A shall conduct the repair within
three days upon the receipt of the notice. In the event that Party A does
not repair them within the aforesaid period, Party B may repair them on
behalf of Party A, and the relevant expenses shall be assumed by Party
A.
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8.
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Party
A has the legal right to rent the plant, and shall not create any mortgage
on the plant, or sell the plant during the term of the lease. In the event
that Party A does not have the legal right to rent the plant, and affect
the use of the plant for Party B, Party A shall return the received rent
and compensate the economic losses of Party
B.
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9.
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Party
B shall not sublease the plant during the term of the lease. In the event
Party B breach the agreement or early terminate or cancel the agreement,
Party A will not return the received
rent.
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10.
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To
prevent from affecting use of the plant for Party B, Party A shall not
alter the structure and usage of the plant hereof, when Party A leases the
adjacent building to the third
party.
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11.
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Party
B has the first renewal right under the same terms and conditions after
the termination of the agreement. In the event that Party B plans on
renewing the lease, it shall send Party A an one-month prior notice to
Party A, and sign the renew
agreement.
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12.
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Party
B shall comply with the relevant laws and regulations of the State during
the term of the lease. In the event that Party B violates any laws and
regulations, it shall be responsible for any liabilities incurred. Party A
is not responsible for any of aforementioned violations of Party
B.
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13.
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Upon
the expiration or the cancellation date of the agreement, both parties
shall inspect the plant and equipments together. In case the damages are
deemed to be intentionally caused by people, Party B shall be liable for
the compensations. The ordinary exhaust due to the regular use shall not
be included in the
compensations.
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14.
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Both
parties shall perform their duties in accordance with the agreement. Any
dispute arising from or in connection with this agreement or any
unspecified matters shall be negotiated by both parties. In the event that
both parties fail to reach an agreement, either party may submit the
dispute to the courts.
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15.
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The
security work shall be assumed by the regular security company. The
relevant expenses are divided equally by both
parties.
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16.
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Any
matter not specified in this agreement may be negotiated by both parties
and sign the supplement to the agreement. The supplement and this
agreement have the same legal effect and are equally binding to both
parties.
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17.
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In
the event that the natural disaster, the adjustment of the national policy
and any other event of force majeure occur, both parties shall negotiate
to reach an agreement.
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18.
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This
agreement consists four original copies, and take effect upon the signing
by both parties. Party A and Party B holds two copies
respectively.
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Party
A
ZhongYun
Instrument Sales Limited, High-Tech Industrial Development Zone,
Urumqi
/s/
Jincheng Shi
Authorized
Person: Jincheng Shi
May 28,
2007
Party
B
Beijing
Agritech Fertilizer Limited, Xxxxxxx xxxxxx
/s/
Xx Xxxxx
Authorized
Person: Xx Xxxxx
June 4,
2007
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