Unassociated Document


    
      Exhibit
10.11

       

       

      Unofficial
English Translation

      


      Plant Lease Agreement

      


      


      Party A:
Xinggu Economic Development Zone Administration Committee

      Party B:
Beijing Agritech Fertilizer Limited

      


      Through
the voluntary, equal and mutual negotiation, with regard to the matter that
Party A leases Party B its legally owned land and plant, both parties agree as
follows:

       

      
        	1.  	The
      condition of the leasing plant and affiliated facilities:
	
                (1)

              	
                The
      plant Party A leases to Party B is located in North side of Pinggu Street
      Xinggu economic development zone. The coverage of the plant building is
      4931.27 square meters, including 3806.79 square meters of the plant,
      934.04 square meters of the office (The actual coverage shall be measured
      on site and verified by both
parties.)

              


      

      


      2.           The
term of the lease of the plant and the affiliated facilities:

      
        	
                (1)

              	
                Party
      A shall deliver the agreed land and plant to Party B after the agreement
      signed. The term of the lease starts from January 1, 2008 to January 01,
      2013. The term of the lease is 5 years. The rent calculation date starts
      from the lease agreement date, Party B accepts them after examining and
      both parties sign the closing list. Upon the closing, Party A shall
      present the construction plan, compliance certificates of the fire safety
      from the competent agencies and other compliance certificates to guarantee
      the regular use for Party B, otherwise Party A shall compensate Party B
      its losses arising from the breach.

              


      

      
        	
                (2)

              	
                Upon
      the expiration of the term of the lease, Party A is entitled to take the
      leasing plant back. Party B shall return the leasing plant on schedule. In
      the event that Party B needs to renew the agreement, it shall submit a
      written request to Party A prior to the expiration. After Party A consents
      to the renewal, both parties shall sign a new lease
    agreement.

              


      

       

      
        	3.  	Payment
      of the rent:
	
                (1)

              	
                Both
      parties agree that the rent for the plant area is RMB 150/ square meter
      yearly. the sub-area is RMB 100/ square meter yearly. The total amount of
      the rent (the calculated rent) is RMB 664,000/ year, according to the
      friendly negotiation of both parties, the total amount of the rent (the
      actual rent) is RMB 650,000/ year. The rent shall be paid in two
      installations annually. Party B shall pay Party A RMB 325,000 of the first
      installation of the rent for the first year before January 01, 2008, and
      RMB 325,000 of the second installation shall be paid before July 01, 2008.
      Accordingly, the rest of the rent shall be paid on January 01 and July 01
      annually, till the termination of the
agreement.

              


      

      


      
        	
                (2)

              	
                The
      rent will remain the same during the first five years of the term, it
      shall be adjusted according the market price in the last five years of the
      term.

              


      

      
      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          	
                  (3)

                	
                  The
      yearly rent is paid entirely within one month prior to the expiration date
      of the rent period.

                


        
 


      
        	4.  	Other
      expenses
	
                (1)

              	
                During
      the term of the lease, the expenses of water, electricity, heating and
      phone bills shall be assumed by Party B based on the actual
      use.

              


      

      


      
        	
                5.

              	
                Under
      the circumstance that Party B shall not alter the general landscape and
      function of the plant, with the prior consent of Party A, Party B may
      partially alter, expand and improve the
plant.

              


      

         


      
        	6. 	During
      the term of the lease, Party A assumes the rights and obligations as
      follows:
	
                (1)

              	
                With
      respect to the plant hereof, Party A has legal right to for the rental,
      and shall not create any mortgage or pledge on the plant or sell the plant
      during the term of the lease, and guarantee to deliver the building and
      equipment to Party B.

              
	(2)	Party
      A shall provide Party B with assistance and solutions of all aspects with
      regard to its industrial and commercial registration, alteration of
      address and legal and administrative issues arising from the construction
      of the plant, the production and the operation.
	(3)  	Party
      A shall be responsible for the maintenance of the electric, water and
      heating systems under circumstance of the regular uses, and responsible
      for the relevant maintenance expenses. With respect to the maintenance of
      electric, water and heating systems under circumstance of the non-regular
      uses, Party A may still be responsible for the maintenance, provided that
      the maintenance expenses shall be assumed by Party B.
	(4)	To
      prevent from affecting use of the plant hereof of Party B, Party A shall
      not alter the structure and usage of the adjacent buildings being leased
      to the third party.


      

                    

      
        	
                7.

              	
                During
      the term of the lease, Party B assumes the rights and obligations as
      follows:

              


      

       

      
        	
                (1)

              	
                Party
      B shall contribute the capitals and import equipments in accordance with
      the laws and regulations related to foreign-invested
      enterprise.

              


      

      
        	
                (2)

              	
                Party
      B shall pay rents on time and prepare materials and fees for the
      procedures necessary for the
construction.

              


      

      
        	
                (3)

              	
                In
      the event that Party B needs to install or use any equipment that will
      exceed the volume of water or electric meter, Party A shall be responsible
      for applying for increasing the volumes to the competent department. The
      relevant expenses with regard to the volume increase shall be assumed by
      Party B.

              


      

      
        	
                (4)

              	
                Party
      B shall conduct the construction and development in compliance with the
      relevant laws and regulations of the State, comply with the general plan
      of the Industrial Development Zone, abide by the management and
      coordination of Party A, and pay taxes in accordance with
      laws.

              


      

      
        	
                (5)

              	
                Any
      activities of the enterprise shall not damage interests of the State and
      the third party, otherwise Party B shall be responsible for the
      compensating the losses.

              


      

      
        	
                (6)

              	
                Party
      B warrants that the registration capital of the company will not be less
      than USD 8,000,000, the investment of tangible assets will not be less
      than RMB 20,000,000 in the year 2008, after starting the productions, the
      annual production value (the turnover) of the year 2008 will not be less
      than RMB 200,000,000, and the enterprise tax revenue shall not be less
      than RMB 5,000,000 at the end of the year
2008.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
        

      

      
        	
                8.

              	
                On
      the start date of the lease, both parties shall inspect the building and
      equipments together, and sign and perform the plant delivery agreement. On
      the cancellation date of the lease, both parties shall inspect the
      building and equipments together, and sign and perform the plant return
      agreement.

              


      

      


      
        	
                9.

              	
                Either
      party shall perform its duties in accordance with this 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 Beijing Arbitration
Commission.

              


      

      


      
        	
                10.

              	
                Any
      matter not specified in this agreement may be negotiated by both parties
      and sign a supplement to the agreement. The supplement and this agreement
      have the same legal effect and are equally binding to both
      parties.

              


      

      


      
        	
                11.

              	
                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.

              


      

      


      
        	
                12.

              	
                This
      agreement consists four original copies, Party A and Party B holds two
      respectively.

              


      

      


       

      Lessor

      Xinggu
Economic Development Zone Administration Committee

      Authorized
Person

      


      Lessee

      Beijing Agritech
Fertilizer Limited

      Authorized
Person

      Location:

      


      Date: