Translatedfrom the original Mandarin

 

I.

 

II.

The rent reserved by the Landlord for the Leasehold Premises for the term herein provided shall be RMB43/m²/month, hence the monthly rent for the Leasehold Premises shall be RMB29,328,15.

 

III.

Upon the due execution of this Agreement, the Tenant shall deposit with the Landlord the sum of RMB29,328,15 on the day of July 10, 2007.

 

IV.

The monthly rent shall be payable by the 11th of each month by the Tenant. While receiving the rent, the Landlord shall issue the legal invoice to the Tenant.

 

V.

The term for the Leasehold Premises described above is from July 10, 2007 to July 9, 2008.

 

VI.

During the term of the lease, the Leasehold Premises is used as office space.

 

VII.

The Landlord shall submit the Leasehold Premises to the Tenant and complete the relative procedures by July 10, 2007.

 

VIII.

While submitting the Leasehold Premises, both parties shall confirm and specify the conditions of the Premises including its facilities, and list in the appendix of the agreement.

 

IX.

While submitting the Leasehold Premises, the Landlord may require the sum of one-month rent deposit, i.e. RMB29,328,15 of which is hereby acknowledged by the Landlord. Upon receiving such deposit, the Landlord shall issues a receipt to the Tenant.

 

a)

When the agreement expires, and the Tenant does not breach the terms;

 

b)

The agreement is terminated due to the reason of the Landlord.

 

a)

The Tenant terminates the agreement earlier to the expiration, or for other reasons which lead to the termination of the agreement;

 

b)

During the term of the agreement, the Tenant fails to execute the agreement on its side.

 

X.

During the term of the agreement, the Landlord is liable to pay for the land use fee, taxes, lease administrative fees, etc. of the Leasehold Premises and the Tenant shall pay for the water and electricity supply, sanitary fee, administrative fee, etc. of the Leasehold Premises on time.

 

XI.

The landlord shall ensure the submitted Leasehold Premises together with its facilities can fulfill the rental purpose, and guarantee it comply with the relative laws and regulations.

 

XII.

The Tenant shall take in use of the Leasehold Premises and its facilities properly and not use the Premises against the law. The Landlord shall not interfere or prevent the Tenant from putting the use of the Premises properly.

 

XIII.

During the term of the agreement, if breakdown or damage occurs to the Leasehold Premises and its facilities, not for the fault of the Tenant, the Tenant shall inform the Landlord and take effective measures to stop the breakdown or faults from getting worse. While the Landlord shall have it fixed or appoint the Tenant to fix such breakdown or faults within 10 days after being informed. When the Tenant fails to inform the Landlord, or the Landlord fails to exercise the fixing liability after being informed, the Tenant can fix the problem after having it registered at administrative office.

 

XIV.

During the term of the agreement, if breakdown or damage occurs to the Leasehold Premises and its facilities due to the fault of the Tenant, the Tenant shall inform the Landlord in time and is liable of fixing or compensating for the loss. When the Tenant refuses to fix or compensate for the loss, after having it registered at the administrative office, the Landlord shall having the breakdown or faults fixed, while the incurring expenses shall be paid by the Tenant.

 

XV.

During the term of the agreement, neither party shall make alterations to the building or improvements on the Premises or construct any building or make any other improvements on the Premises without the prior written consent of the other party.

 

XVI.

During the term of the agreement, the Tenant cannot sub-contract its liability of using the whole Leasehold Premises or partially to any third party.

XVII.

During the term of the agreement, if the Landlord desires to lease the possession of the Leasehold Premises wholly or partially to any third party, the Landlord shall inform the Tenant one month prior in written form.

XVIII.

During the term of the agreement, when one of these conditions occurs, the agreement can be terminated or altered;

 

a)

For force majeure and unexpected issues that disables the prevents continuation of this agreement;

 

b)

The government confiscates, purchases, or tears down the building where the Leasehold Premises is located;

 

c)

Both parties agree to alter or terminate the agreement.

 

XIX.

When one of these conditions occurs, the Landlord shall ask for compensation from the Tenant for the losses caused:

 

a)

The Tenant delays paying the monthly rent for over 30 days (one month);

 

b)

The Tenant’s delayed payment may cause the loss of the Landlord over RMB29,328,15;

 

c)

The Tenant takes the Leasehold Premises in use of the illegal behaviors to damage the public interest or the others;

 

d)

The Tenant alters the structure or purpose of the Leasehold Premises without the consent of the Landlord.

 

e)

The Tenant breaches the term XIV of the agreement and fails to fulfill its liability of fixing the faults and paying for relative expenses which leads to the severe damage made to the Leasehold Premises and its facilities;

 

f)

The Tenant renovates the Leasehold Premises without the consent of the Landlord and the approval of the relative government;

 

g)

The Tenant sub-contracts the Leasehold Premises to be used by the third party without the consent of the Landlord.

Apart from asking for compensation of the Tenant for breaching terms of the agreement, the Landlord shall reserve the right of terminating or altering the agreement.

 

XX.

When one of these conditions occurs, the Tenant shall ask for compensation from the Landlord for the losses caused because:

 

a)

The Landlord fails to submit the Leasehold Premises over 30 days (one month);

 

b)

The Landlord breaches the term XI of the agreement and disables the Tenant to rent the Leasehold Premises as described above;

 

c)

The Landlord breaches the term XIII of the agreement and fails to fulfill its liability of fixing the faults and paying for relative expenses.

 

d)

The Landlord makes alterations to the buildings or improvements on the Premises or construct any building or make any other improvements on the Premises without the prior written consent of the Tenant and the approval of the relative government.

 

XXI.

After the expiration of the agreement, the Tenant shall leave and turn back the Leasehold Premises to the Landlord within 5 days, and ensure the Leasehold Premises and its facilities are in goods conditions (except for those within the range or ordinary damage). Simultaneously, the Tenant shall pay off all the relative expenses and complete the procedure needed.

XXII.

When the agreement expires, if the Tenant desires to continue renting the Leasehold Premises, the Tenant shall apply to the Landlord to renew the lease 3 months prior to the expiration date. Upon the same conditions, the Tenant has the priority of renting the Leasehold Premises over the others.

XXIII.

Both parties are liable of fulfilling the terms of the agreement. Any party breaching the agreement shall be liable according to the relative terms.

XXIV.

Both parties may specify the issues not stated in the agreement in the appendix, the contents of which is constructed as a part of the agreement and valid as a whole upon signature of both parties.

XXV.

If disputes occur with regards to the execution of the agreement, both parties shall resolve the disputes with friendly negotiation. If negotiation fails to resolve the disputes, both parties can apply to registration office for conciliation; and when conciliation fails, both parties can sue at the People’s Court.

XXVI.

This agreement shall come into effect commencing as of the Date of Execution after the effective signature of both parties.

XXVII.

Please refer to the Chinese version for this agreement.

XXVIII.

This agreement is in quadruplicate, while the Landlord holds 2 originals, and the Tenant, the contract registration office and the relative government office holds one original copy respectively.