Unassociated Document


    
      Exhibit
10.12

       

       

      Unofficial
English Translation

      


      Office
Building Lease Agreement

      


      


      Party A:
Teng XiaoRong

      


      Party B:
Beijing Agritech Fertilizer Limited

      


      Through
the friendly negotiation, both parties agree to sign this agreement in
accordance with the terms as follows:

      


      
        	
                1.

              	
                Party
      A leases to Part B located in Room 3F, No.11 Building, Zhonghong
      International Business Garden, Future Business Center,Chaoyang North
      Road,Chaoyang District, Beijing China. The coverage of the office building
      is 780 square meters.

              


      

      


      
        	
                2.

              	
                The
      term of the lease is five years, starting from February 01, 2007 to
      February 01, 2012. (The start date of the term of the lease shall be the
      date of the actual delivery of the
building.)

              


      

      


      
        	
                3. 

              	
                The
      monthly rent is RMB 40000. The total amount of the rent is RMB 960,000/
      two years; the rent shall be paid in advance on each month before 20th
      till the termination of the
agreement.

              


      

      


      
        	
                 4.

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

              


      

      


      
        	
                5.

              	
                After
      signing the agreement, Party B shall pay Party A the security deposit
      amount of RMB 10,000. Upon the expiration of the lease, if Party B does
      not renew the lease, Party A shall return the security deposit without
      paying interests to Party B within ten business days after the lease is
      expired and Party B pay off all of the expenses of water, electricity, gas
      and the phone bills.

              


      

      


      
        	
                6.

              	
                With
      regard to water, electricity and gas Party B consumes during the term of
      the lease, the management company will calculate the expenses based on the
      actual monthly use amount, and Party B shall pay such expenses according
      to the invoices.

              


      

      


      
        	
                7.

              	
                During
      the effective term of the lease, the rent can be
  adjusted.

              


      

      


      
        	
                8.

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

              


      

      
        	
                (1)

              	
                After
      signing the agreement, Party A shall not reclaim without due courses. In
      the event Party A requests to reclaim during the term of the lease, Party
      B is entitled to reject such requests. In case Party A unilaterally
      breaches the agreement, it shall return the double amount of the security
      deposit to compensate Part B.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                (2)

              	
                Party
      A shall ensure that the building and its fixtures are in good condition
      when it delivers them to Party B from the starting date of the
      lease.

              


      

      
        	
                (3)

              	
                Party
      A shall guarantee the legality of the building and pay all and any of
      governmental taxes.

              


      

      


      
        	
                9.

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

              


      

      


      
        	
                (1)

              	
                Party
      B shall pay the rent, security deposit and all expenses in accordance with
      the agreement. In case Party B defers to pay any of such within the agreed
      schedule, then after thirty days, Party A is entitled to cancel the
      lease.

              


      

      


      
        	
                (2)

              	
                After
      the signing of the agreement, in the event Party B fails to pay the rent
      of the initial payment period and the security deposit more than fifteen
      days, Party A is entitled to cancel the
lease.

              


      

      
        	
                (3)

              	
                Without
      the written consent of Party A, Party B shall not sublease part of the
      apartment, or transfer the lease to the third party, nor shall Party B
      share the apartment with the third party in any way. In the event the
      aforesaid situations occur, Party A is entitled to cancel the
      lease.

              


      

      
        	
                (4)

              	
                Except
      for the existing decorations in the building, if Party B wants to increase
      equipments or conduct additional decorations, it shall obtain the consent
      of Party A.

              


      

      


      
        	
                (5)

              	
                During
      the term of the lease, Party B shall strictly comply with the laws, rules
      and regulations of the People’s Republic of China. Party B shall be
      strictly prohibited from conducting any illegal or immoral activities by
      using the office building.

              


      

      


      
        	
                10.

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

              


      

      


      
        	
                11.

              	
                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.

              


      

      


      
        	
                12.

              	
                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.

              


      

      


      
        	
                13.

              	
                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.

              


      

      


      
        	
                14.

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

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      Party
A

      /s/
Teng XiaoRong        

      Teng
XiaoRong

      Legal
Representative

      


      February
01, 2007

      


      Party
B

       

      Beijing
Agritech Fertilizer Limited

      /s/
Yu Chang            

      Legal
Representative

      


      February
01, 2007