Unassociated Document


    Exhibit
10.7

     

     

    Unofficial
English Translation

    


    Plant
Lease Agreement

    


    


    Party A:
ZhongYun Instrument Sales Limited, High-Tech Industrial Development Zone,
Urumqi

    


    Party B:
Beijing Agritech Fertilizer Limited, Xinjiang Branch

    


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

    


    
      
        	
                1.

              	
                The
      plant of Party A is located in No. 10 (a temporary number), Weisi Road,
      North Zone Industrial Park, Gaoxin District, Urumqi, Xinjiang. The total
      coverage of the plant area is 25 mu. Party A leases Party B 110 m2 of the
      office and 3000 m2 of the plant of the total plant area. In case the
      actual building coverage is lower than the agreed coverage stated in this
      agreement and the drawing, the rent of Party B shall be deducted pro
      rata.

              


      

    

    


    
      
        	
                2.

              	
                Party
      A shall deliver the plant to Party B prior to June 10, 2007. The term of
      the lease starts from June 10, 2007 to June 10, 2017. The term of the
      lease is 10 years. In the event that the term of the lease is less than
      one year, the rent shall be calculated according to the average daily
      rent. The rent shall be adjusted according to the market price after three
      years of the term. The adjustment range shall not exceed 16% of the
      original total amount of the
rent.

              


      

    

    


    
      
        	
                3.

              	
                The
      total amount of the rent (the actual rent) is RMB 300,000/ year. Within 10
      days upon signing the agreement, Party B shall pay Party A RMB 300,000 of
      the one-year rent (from June 10, 2007 to June 10, 2008) Afterward, Party B
      shall pay Party A RMB 150,000 within 10 days prior to the start date of
      the next half-year term. In the event that Party B defers to pay rents for
      one month, Party A is entitled to terminate the agreement and hold Party B
      liable for its breach in accordance with the agreement. Party A shall
      provide Party B with an invoice of the same amount of the paid rent from
      Party B. 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 certificates of
      land use, the construction plan, compliance certificates of the fire
      safety from the relevant agencies to guarantee the regular use for Party
      B, otherwise Party A shall compensate Party B its losses arising from the
      breach.

              


      

    

    


    
      
        	
                4.

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

              


      

    

    


    
      
        	
                5.

              	
                The
      calculation of fees of water, electricity, and heating: Party A is
      responsible for installing the water, electric and heating meters in the
      office and the plant. The premises management personnel of Party A will
      record the meters monthly and charge to Party B according the records.
      Party A shall deliver the receipts of water, electricity and heating fees
      to Party B. Party B shall pay the aforesaid fees within three days upon
      the receipt of the regular business expense receipts and
      invoices.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                6.

              	
                Party
      A shall be responsible for installing water, electric and heating systems
      on the plant and the office, and the water system shall be activated for
      use. Party A shall install two telephones on the office Party B leases.
      The telephone bills shall be paid by Party B. Party A shall be responsible
      for the maintenance of the electric, water and heating systems on the
      plant, and the relevant maintenance expenses as well to guarantee the
      regular use of Party B.

              


      

    

    


    
      
        	
                7.

              	
                During
      the term of the lease, in case Party B discovers any damage or malfunction
      of the plant, the office and their 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 repair them within the aforesaid period, Party B may repair them on
      behalf of Party A, and the relevant expenses shall be assumed by Party
      A.

              


      

    

    


    
      
        	
                8.

              	
                Party
      A has the legal right to rent the plant, and shall not create any mortgage
      on the plant, or sell the plant during the term of the lease. In the event
      that Party A does not have the legal right to rent the plant, and affect
      the use of the plant for Party B, Party A shall return the received rent
      and compensate the economic losses of Party
B.

              


      

    

    


    
      
        	
                9.

              	
                Party
      B shall not sublease the plant during the term of the lease. In the event
      Party B breach the agreement or early terminate or cancel the agreement,
      Party A will not return the received
rent.

              


      

    

    


    
      
        	
                10.

              	
                To
      prevent from affecting use of the plant for Party B, Party A shall not
      alter the structure and usage of the plant hereof, when Party A leases the
      adjacent building to the third
party.

              


      

    

    


    
      
        	
                11.

              	
                Party
      B has the first renewal right under the same terms and conditions after
      the termination of the agreement. In the event that Party B plans on
      renewing the lease, it shall send Party A an one-month prior notice to
      Party A, and sign the renew
agreement.

              


      

    

    


    
      
        	
                12.

              	
                Party
      B shall comply with the relevant laws and regulations of the State during
      the term of the lease. In the event that Party B violates any laws and
      regulations, it shall be responsible for any liabilities incurred. Party A
      is not responsible for any of aforementioned violations of Party
      B.

              


      

    

    


    
      
        	
                13.

              	
                Upon
      the expiration or the cancellation date of the agreement, both parties
      shall inspect the plant and equipments together. In case the damages are
      deemed to be intentionally caused by people, Party B shall be liable for
      the compensations. The ordinary exhaust due to the regular use shall not
      be included in the
compensations.

              


      

    

     

    
      
        
        

      

      
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                14.

              	
                Both
      parties shall perform their duties in accordance with the 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 courts.

              


      

    

    


    
      
        	
                15.

              	
                The
      security work shall be assumed by the regular security company. The
      relevant expenses are divided equally by both
  parties.

              


      

    

    


    
      
        	
                16.

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

              


      

    

     

    
      	
              17.

            	
              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.

            


    

    


    
      
        	
                18.

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

              


      

    

    


    


    


    Party
A

    ZhongYun
Instrument Sales Limited, High-Tech Industrial Development Zone,
Urumqi

    /s/
Jincheng Shi            

    Authorized
Person:  Jincheng Shi

    


    May 28,
2007

    


    Party
B

    Beijing
Agritech Fertilizer Limited, Xinjian branch

    /s/
Yu Chang              

    Authorized
Person:  Yu Chang

    


    


    June 4,
2007

    
 

    
      
        
        

      

      
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