Unassociated Document


    Exhibit
10.9

     

     

    Unofficial
English Translation

    


    Plant
Lease Agreement

    


    


    Party A:
Management Committee of Bengbu Industrial Park of Anhui Water Resources
Development Co., Ltd

    


    Party B:
Anhui Agritech Agriculture Development 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 No. 1188, Changzheng Road,
      Gaoxin District, Bengbu. The coverage of the plant is 1338 square meters.
      The type of the plant is the light structure. It is located in the
      northwest of Anhui Water Resources Industrial
  Park.

              


      

    

    
      
        	
              	
                (2)

              	
                The
      coverage of the empty land located on the north side of the plant is 260
      square meters. Party A shall conduct the hardening of the ground at its
      own expenses, and provide it to Party B for free use during the term of
      the lease.

              


      

    

    


    
      	
              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 prior to June 1,
      2006. The term of the lease starts from June 1, 2006 to May 31, 2016. The
      term of the lease is 10 years. The rent calculation date starts from the
      date that Party A delivers the land and plant to Party B, 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 within three months 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 is RMB 10/ square meter monthly.
      The actual use coverage of the plant is 1338 square meters. The yearly
      rent is RMB 160,000. The monthly rent is RMB 13,300. The yearly rent of
      the plant shall be started from the rent calculation date. Party B agrees
      to pay Party A one-year rent in advance on the fifth business date
      starting from each rental year. Party A shall provide
      Party B with the tax invoice of the same amount of the paid
      rent.

              


      

    

    
      	
            	
              (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. The
      amount assumed shall be determined according to the price Party A paid to
      the relevant charged units or utility companies. All aforementioned
      expenses shall be paid by Party A first, then Party A will deliver the
      official receipts or tax invoices of the aforesaid expenses to Party
      B.  Party B shall pays
      Party A within three days upon the receipt of the official receipts or tax
      invoices of the aforesaid
expenses.

              


      

    

    


    
      	
              5.

            	
              The
      requirements for the use of the plant and the maintenance
      responsibilities:

            


    

    
      
        	
              	
                (1)

              	
                During
      the term of the lease, in case Party B discovers any damage or malfunction
      of the plant and the affiliated facilities due to quality problems that do
      not attributed to the misuse of Party B, it shall timely notify Party A to
      repair them. Party A shall conduct the repair within three days upon the
      receipt of the notice. In the event that Party A does not conduct the
      repair within the aforesaid period, Party B may repair them on behalf of
      Party A, and the relevant expenses shall be assumed by Party
      A.

              


      

    

    
      
        	
              	
                (2)

              	
                During
      the term of the lease, Party B shall reasonably use and protect the plant
      and its affiliated facilities. In the event that the damages and
      malfunctions of the plant and its affiliated facilities are caused by the
      misuse or unreasonable use of Party B, it shall be responsible for the
      repair. In case Party B refuses to repair, Part A may conduct the repair
      on behalf of Party B, and the relevant expenses shall be assumed by Party
      B.

              


      

    

    
      
        	
              	
                (3)

              	
                During
      the term of the lease, Party A shall guarantee the plant and its
      affiliated facilities remain the conditions of the ordinary use and
      safety. In the event that Party A plans on inspecting, maintaining the
      leasing plant, it shall send a three-day prior notice to Party B. Party B
      shall cooperate with Party A with regard the
  matters.

              


      

    

    
      
        	
              	
                (4)

              	
                In
      case Party B needs to improve or increase the affiliated facilities and
      equipments, it shall obtain the prior written consent from Party A. In the
      event that the aforesaid improvement or increase of the facilities and
      equipments need approvals from the competent departments, Party A shall
      file the relevant applications and such improvements and increase shall
      not be conducted prior to obtaining the approvals. The expenses shall be
      assumed by Party B.

              


      

    

    
      
        	
              	
                (5)

              	
                Party
      A is responsible for create a separation in the plant. The height of the
      separation shall not be lower than 5.5 m, the north part of the separation
      is the leasing plant of Party B. The relevant expenses shall be assumed by
      Party A.

              


      

    

    


    
      	
              6.

            	
              The
      sublease and return of the plant:

            


    

    
      
        	
              	
                (1)

              	
                During
      the term of the lease, in case Party B plans on subleasing the plant, it
      shall obtain the prior written consent of Party A. In the event that Party
      B subleases or transfers the plant without the prior written consent of
      Party A, Party A will not return the received
  rent.

              


      

    

    
      	
            	
              (2)

            	
              Upon
      the expiration of the lease, the plant shall be returned in its ordinary
      condition.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
    

    
      	
              7.

            	
              Other
      covenants during the term of the
lease

            


    

    
      
        	
              	
                (1)

              	
                During
      the term of the lease, both parties shall comply with the laws and
      regulations of the State. The business operated shall be in compliance
      with the relevant laws and regulation of the State, and the plant shall
      not be used to conduct illegal activities. Both parties shall comply the
      relevant administrative guidelines of the management committee of Gaoxin
      District, Bengbu.

              


      

    

    
      
        	
              	
                (2)

              	
                During
      the term of the lease, Party A is entitled to supervise and assist Party B
      to conduct the fire protection, safety, health and security
      work.

              


      

    

    
      
        	
              	
                (3)

              	
                During
      the term of the lease, in the event that the leasing plant cannot meet the
      condition for performing the agreement due to the change of policies of
      the city and force majeure events, either party shall not be responsible
      to the other parties.

              


      

    

    
      
        	
              	
                (4)

              	
                Upon
      the expiration of the term of the lease, Party B is entitled to the first
      rental right, in case Party A plans on renting the plant. In the event
      that Party A does not plan on renting the plant, it shall send a written
      notice to Party B within half a year prior to the expiration, otherwise it
      shall be liable for any loss or damage arising from the breach. Party B
      shall evacuate the leasing plant on time, upon the receipt of such notice,
      otherwise it shall be liable for any loss or damage arising from the
      breach.

              


      

    

    
      
        	
              	
                (5)

              	
                During
      the term of the lease, in case Party B is punished due to violating laws
      and regulations of the State, Party A is not responsible for any
      liability. In the event that the violation of Party B causes any economic
      loss of Party A, Party B shall compensate such a loss. Party A is entitled
      to seize the equipments of Party B, and return them to Party B after Party
      B pays off the penalty or the compensation. In case Party A is punished
      due to violating laws and regulations of the State, Party B is not
      responsible for any liability. In the event that the violation of Party A
      causes any economic loss of Party B, Party A shall compensate such a
      loss.

              


      

    

    


    
      	
              8.

            	
              Other
      provisions

            


    

    
      
        	
              	
                (1)

              	
                During
      the term of the lease, in case Party A breaches the agreement by early
      terminating this agreement, it shall compensate Party B one-year rent and
      any loss of Party B. During the term of the lease, in case Party B
      breaches the agreement by early terminating this agreement, it shall
      compensate Party A one-year rent and any loss of Party
  B.

              


      

    

    
      
        	
              	
                (2)

              	
                During
      the term of the lease, any loss incurred by the ownership problems that
      affect the ordinary operation of Party B, Party A shall take the full
      responsibility and compensate any loss of Party
  B.

              


      

    

    
      
        	
              	
                (3)

              	
                After
      signing the agreement, if the company name of Party is changed, both
      parties can endorse the change by signing and sealing the change on the
      lease agreement. The original clauses
      of the lease agreement are not changed, and remain effective till the
      expiration of the agreement.

              


      

    

    
      
        	
              	
                (4)

              	
                During
      the term of the lease, Party B only pays the rent of the leasing plant,
      fees of water and electricity and phone bills used by Party B, it will not
      be responsible for any other expenses. In the event that Party B defers to
      pay the aforesaid expenses for one month, Party A is entitled to the 5% of
      the penalty and to terminate the
agreement.

              


      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	
                9.

              	
                Any
      matter not specified in this agreement shall be negotiated by both parties
      in accordance with laws.

              


      

    

    


    
      
        	
                10.

              	
                This
      agreement consists four original copies, and take effect upon the signing
      by both parties. Party A and Party B holds two copies
      respectively.

              


      

    

    


    
      
        	
                11.

              	
                As
      a result of the change of Party B, the former agreement signed by Party A
      and Beijing Agritech Fertilizer Limited signed on May 18, 2006 is
      void upon date of signing this
agreement.

              


      

    

    


    Lessor

    Management
Committee of Bengbu Industrial Park of Anhui Water Resources Development Co.,
Ltd

    /s/
Qian Fang              

    Authorized
Person:  Qian Fang

    


    


    Lessee

    Anhui
Agritech Development Co. Ltd.

    /s/
Guozhen Zhang            

    Authorized
Person:  Guozhen Zhang

    


    Location:

    


    Date: May
18, 2006

    
 

    
      
        
        

      

      
        4