EXHIBIT 4.18
TRANSLATED FOR REFERENCE ONLY.
ENCLOSURE 12.5 (I)
LEASE OF LAND
Party A (Transferor): Taiyuan Relord Enterprise Development Group Co., Ltd.
Party B (Transferee): Primalights III Agriculture Development Co., Ltd.
Taiyuan Relord Enterprise Development Group Co., Ltd. (hereinafter referred to
as "Party A") and Primalights III Agriculture Development Co., Ltd. (hereinafter
referred to as "Party B") in compliance with the relevant laws and regulations
of the People's Republic of China, through negotiation with the principle of
mutual benefit and equality, in connection with the matters in transferring the
forest ownership of Party A to Party B in red dates economic forest located at
Shihou Village, Jiaochen County, entered into this agreement as follows:
(1) Location and Boundary
The forest land is located at Shihou Village, Jiaochen County, which
includes four pieces of red date tree economic land with the total of 1,001
acres.
The size of first piece of land Huanchangdi is 260 acres, with boundary
north to Jiabannian, south to Jianandi, west to Weizhedi and east to
Jiaochendao.
The second piece of land Jianandi has total size of 260 acres, with
boundary north to Huanlundi, south to Laopidi, west to Weizhedi, and east to
Jiaochendao.
The third piece of land Laopidi has a total size of 332 acres, with
boundary north to Jianandi, south to Ershisimudi, west to Weizhedi, and east to
Jiaochendao.
The fourth piece of land Weizhedi has a total size of 149 acres, with
boundary north to Jiabannian, south to Qianduozhe, west to Wayaohe and east to
Jianandi.
(2) Transfer Fee and Payment
1. Ownership of the Forest.
Party A has already planted and grown a total of 200,200 date tress on the
forest including 81,600 Junzao date trees and 118,600 pear date trees, whereby
Party A managed to obtain the relevant ownership right certificate and holds
full property right. Now, Party A transfers the ownership right of such forest
that worth the full amount of RMB 43.6 million to Party B. Party B shall pay 50%
of the total amount (i.e. RMB 21.8 million) to Party A within three months after
the contact becomes effective. The remaining 50% of the total amount shall be
paid off within half year after the contract becomes effective.
2. Fixed Assets and Land Lease Fee
Party B shall pay Party A the fixed assets and land rental fee of Shihou
forest in the amount of RMB 1.2 million for the then current year before 13
November of each year starting from year 2007.
(3) Closing Time
The closing date of the transfer is 13 November 2006.
(4) Responsibilities, Rights and Obligations
1. Responsibilities and Obligations
a. Party A is obliged to assist Party B with relevant legal procedures
and administer this transfer;
b. Party B is obliged to pay the transfer fee and rental fee as scheduled
and in full amount.
2. Rights
a. Party A is entitled to receive the full amount of the transfer fee and
rental fee;
b. Party B is entitled to the overall planning and development of the
forest
(5) Default
Both parties must be abided by this Agreement. The defaulting party shall
compensate the non-defaulting party for all losses thus incurred.
(6) Dispute and Resolution
All disputes arises during the execution period thereof shall be settled by
friendly consultation. If no settlement can be reached through consultation,
both parties shall resolve the case through legal proceedings in the judicial
authority of Taiyuan, Shanxi Province.
(7) This Agreement is signed in quadruplicates, and each party hereto shall
hold two copies. This Agreement shall be effective after it is sighed and
sealed by both parties.
Taiyuan Relord Enterprise Development Group Co., Ltd.
Signature: /s/
Primalights III Agriculture Development Co., Ltd.
Signature: /s/ Zhang Mingshe
October 25, 2006
