RURAL LAND (LEASE) AGREEMENT Translation

Exhibit
10.6
RURAL
LAND (LEASE) AGREEMENT

Translation

Party A
(Lessor): People’s Government of JiangNan Town, ChangShou District,
Chongqing
Party B
(Lessee): Chongqing Foguang Tourism Development Co., Ltd.

              For
the purpose of  standardizing the contractual and use rights for the
transfer of the rural land, stabilizing land contract relations and protecting
the legitimate rights and interests of parties, with the consent of all current
land contractors of LongQiao Lake Village Group 6, we enter into the following
agreement to transfer the land contractual and use rights, pursuant to the
relevant laws and regulations of the Land Contracting Law of the People’s
Republic of China and the Procedure of Rural Land Contractual and Use Rights
Transfer.
 
            I.
            Transfer of Land
      Contractual and Use Rights  
Party
      A shall lease the land contracted to all the contractors of LongQiao Lake
      Village Group 6 to Party B for Party B’s business
      operation.

            II.
            Term of
      Lease
 
The
      lease term of agricultural land is 22 years from January 1, 2005 to
      December 31, 2027; the lease term of non-agricultural land is 50 years
      from January 1, 2005 to December 31,
2055.

            III.
            Location, Scope, Land
      Type and Area
 
The
      land under the lease includes the whole planning area, located at LongQiao
      Lake Village Group 0, XxxxxXxx Xxxx, XxxxxXxxx Xxxxxxxx, Xxxxxxxxx, PRC
      401258, including contracted agricultural land (as certified in the
      Certificate of Use Rights), timber land, waste land and other types of
      land. The area of each type of land is: 200 Mu agricultural land
      (approximately 133,334 square meters, including farm land and soil land),
      180 Mu wasteland (approximately 120,006 square meters), 150 Mu timberland
      (approximately 100,005 square meters) and 40 Mu house site (approximately
      27,997.2 square meters).

            IV.
            Rent and
      Payment
 
The parties agree to pay the rent by cash. Party B shall make a
      one-time payment to Party A by the 30th day of September one
      year in advance. Party A shall transmit the payment to the officials of
      LongQiao Lake Village Group 6, whom shall distribute the payment to all
      contractors. The rent shall be calculated as
  follows:

            1.  
            The rent of
      agricultural land (including farmland and soil land) is 200 Mu times the
      market price of 400 kilogram rice in average quality.
          
            2.  
            The rent of
      wasteland is XXX 00 xxxxx 000 Xx.
          
            0.  
            The rent of
      timberland is XXX 00 xxxxx 000 Xx.
          
            0.  
            Any land
      expropriated by the government during the lease term shall be deductible
      from Party B’s leased land in terms of rent calculation. From the time of
      expropriation, Party B shall be exempted from paying for the seedling. The
      expropriation fee shall be made as a one-time payment to Party A based on
      the state approved fee.
          
1

                  V.
                  Rights
      and Obligations of Party A
                
                  1.
                  Rights:
      Party A shall collect the rent and retrieve the land when the lease term
      is due.
                
                  2.
                  Obligations: Party A
      shall assist Party B in terms of comprehensive development and facilities
      constructions and shall help resolve any dispute arising from the use of
      water, power and land by the community and the contractors. Party A shall
      not interfere with Party B’s regular production and operation activities
      and shall not change, cancel or terminate this Agreement without proper
      reasons (except for terminations required by laws and
      regulations).
                
                  VI.
                  Rights and Obligations
      of Party B
                
                  1.
                  Rights: Party B and its
      successors shall have the rights to use the land for its comprehensive
      development and facilities constructions during the lease
      term.
                
                  2.
                  Obligations: Party B
      shall conduct its business in accordance with laws and regulations and
      shall pay the rent one year in advance based on this Agreement. Party B
      shall effectively protect the land against soil erosion and shall not
      leave the land unattended or barren. Party B shall be liable if there is
      soil erosion and drainage on the land resulting from Party B’s
      negligence.
                
                  VII.
                  Revision and
      Cancellation of the Agreement
                
                  This Agreement can be
      revised or cancelled if one of the following events
  occur:
                
                  1.
                  The parties agree to
      review or cancel the Agreement and such revision or cancellation will not
      harm the interest of the state, the community and any
      individuals.
                
                  2.
                  The parties may revise
      or cancel the Agreement in case of any material changes of government
      policies.
                
                  3. 
                  The parties may revise
      or cancel the Agreement if Party B is no longer capable to run its
      business or perform its obligations under the
      Agreement.
                
                  4. 
                  Any force majeure
      event.
                
                  In case of any
      termination of the Agreement by Party B, Party B shall pay a one-time
      restoration fee to Party A if Party B has changed the appearance or use of
      the agricultural land. Such fee shall be calculated based on the state
      approved fee standard.
                
                  VIII.
                  Breach of
      Agreement
                
                  1. 
                  Party A shall pay
      damages to Party B if Party A interferes illegally with Party B’s business
      operation, or revise or cancel the Agreement without Party B’s
      consent.
                
                  2.
                  Party B shall pay
      damage to Party A if Party B breaches the Agreement and causes damage to
      Party A.
                
                  3. 
                  Party A shall have the
      right to retrieve the land if: (1) Party B fails to perform its
      obligations under this Agreement; or (2) Party B fails to pay the rent
      timely.
                
2

            IX.
            Dispute
      Resolution
          
            Any dispute arising
      from this Agreement shall be firstly resolved by consultation between the
      parties. If no resolution can be reached through consultation, the parties
      may submit the dispute to the Rural Land Contractor’s Arbitration
      Association of the ChangShou District or bring a lawsuit in a court under
      the proper jurisdiction.
          
            X.
            Miscellaneous
          
            This
      Agreement is executed into six duplicates to be held by the two parties,
      the officials of the village and community and the Administration of Rural
      Land Contractors. This Agreement shall become effective upon execution by
      the parties.
 
If this
      Agreement conflicts with any state policies or regulations, the state
      policies and regulations shall prevail.
 
Any
      unsettled matter shall be subject to further consultation between the
      parties and both parties shall enter into a supplement agreement. The
      supplement agreement shall have the same effect as this
      Agreement.
 
            Party A:
      People’s Government of JiangNan Town, ChangShou District, Chongqing (Stamp
      / Signature)
          
            Party B:
      Chongqing Foguang Tourism Development Co., Ltd. (Stamp /
      Signature)
          
            August 25,
      2005
          
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Document Metadata

Table of Contents

RURAL LAND (LEASE) AGREEMENT Translation

Document Metadata

I.	Transfer of Land Contractual and Use Rights Party A shall lease the land contracted to all the contractors of LongQiao Lake Village Group 6 to Party B for Party B’s business operation.

II.	Term of Lease The lease term of agricultural land is 22 years from January 1, 2005 to December 31, 2027; the lease term of non-agricultural land is 50 years from January 1, 2005 to December 31, 2055.

III.	Location, Scope, Land Type and Area The land under the lease includes the whole planning area, located at LongQiao Lake Village Group 0, XxxxxXxx Xxxx, XxxxxXxxx Xxxxxxxx, Xxxxxxxxx, PRC 401258, including contracted agricultural land (as certified in the Certificate of Use Rights), timber land, waste land and other types of land. The area of each type of land is: 200 Mu agricultural land (approximately 133,334 square meters, including farm land and soil land), 180 Mu wasteland (approximately 120,006 square meters), 150 Mu timberland (approximately 100,005 square meters) and 40 Mu house site (approximately 27,997.2 square meters).

IV.	Rent and Payment The parties agree to pay the rent by cash. Party B shall make a one-time payment to Party A by the 30th day of September one year in advance. Party A shall transmit the payment to the officials of LongQiao Lake Village Group 6, whom shall distribute the payment to all contractors. The rent shall be calculated as follows:

1.	The rent of agricultural land (including farmland and soil land) is 200 Mu times the market price of 400 kilogram rice in average quality.
2.	The rent of wasteland is XXX 00 xxxxx 000 Xx.
0.	The rent of timberland is XXX 00 xxxxx 000 Xx.
0.	Any land expropriated by the government during the lease term shall be deductible from Party B’s leased land in terms of rent calculation. From the time of expropriation, Party B shall be exempted from paying for the seedling. The expropriation fee shall be made as a one-time payment to Party A based on the state approved fee.

V.	Rights and Obligations of Party A

	1.	Rights: Party A shall collect the rent and retrieve the land when the lease term is due.

	2.	Obligations: Party A shall assist Party B in terms of comprehensive development and facilities constructions and shall help resolve any dispute arising from the use of water, power and land by the community and the contractors. Party A shall not interfere with Party B’s regular production and operation activities and shall not change, cancel or terminate this Agreement without proper reasons (except for terminations required by laws and regulations).

VI.	Rights and Obligations of Party B

	1.	Rights: Party B and its successors shall have the rights to use the land for its comprehensive development and facilities constructions during the lease term.

	2.	Obligations: Party B shall conduct its business in accordance with laws and regulations and shall pay the rent one year in advance based on this Agreement. Party B shall effectively protect the land against soil erosion and shall not leave the land unattended or barren. Party B shall be liable if there is soil erosion and drainage on the land resulting from Party B’s negligence.

VII.	Revision and Cancellation of the Agreement

	This Agreement can be revised or cancelled if one of the following events occur:

	1.	The parties agree to review or cancel the Agreement and such revision or cancellation will not harm the interest of the state, the community and any individuals.

	2.	The parties may revise or cancel the Agreement in case of any material changes of government policies.

	3.	The parties may revise or cancel the Agreement if Party B is no longer capable to run its business or perform its obligations under the Agreement.

	4.	Any force majeure event.

		In case of any termination of the Agreement by Party B, Party B shall pay a one-time restoration fee to Party A if Party B has changed the appearance or use of the agricultural land. Such fee shall be calculated based on the state approved fee standard.

VIII.	Breach of Agreement

	1.	Party A shall pay damages to Party B if Party A interferes illegally with Party B’s business operation, or revise or cancel the Agreement without Party B’s consent.

	2.	Party B shall pay damage to Party A if Party B breaches the Agreement and causes damage to Party A.

	3.	Party A shall have the right to retrieve the land if: (1) Party B fails to perform its obligations under this Agreement; or (2) Party B fails to pay the rent timely.

IX.	Dispute Resolution

	Any dispute arising from this Agreement shall be firstly resolved by consultation between the parties. If no resolution can be reached through consultation, the parties may submit the dispute to the Rural Land Contractor’s Arbitration Association of the ChangShou District or bring a lawsuit in a court under the proper jurisdiction.

X.	Miscellaneous
	This Agreement is executed into six duplicates to be held by the two parties, the officials of the village and community and the Administration of Rural Land Contractors. This Agreement shall become effective upon execution by the parties. If this Agreement conflicts with any state policies or regulations, the state policies and regulations shall prevail. Any unsettled matter shall be subject to further consultation between the parties and both parties shall enter into a supplement agreement. The supplement agreement shall have the same effect as this Agreement.
Party A: People’s Government of JiangNan Town, ChangShou District, Chongqing (Stamp / Signature)
Party B: Chongqing Foguang Tourism Development Co., Ltd. (Stamp / Signature)

August 25, 2005