Unassociated Document


    Exhibit 10.6

     

     

    Unofficial
English Translation

    


    WangZou
Center Lease Agreement

    


    Lessor
(Party A): Li Hua

    Address:
Room 0817, Van Palace Center, No. 2, Guandongdian South Street, Chaoyang
District, Beijing City, China

    Account
Name: Zheng Rui Zhen

    Name of
Bank: Industrial and Commercial Bank of China

    Account
Number: 020001901024580680

    Phone:
13901163052        69387568

    Fax:

    


    Lessee
(Party B): China Tailong Holdings Company Limited

    Resident:
Teng Xiao Rong

    ID
No.:

    Phone:
13331118959       59621226

    Fax:

    


    Lessor__________________(hereinafter
“Party A”) and Lessee____________________(hereinafter “Party B”)
on        2008, through negotiations of
both parties, agree as follows:

    


    Article
1. Leasing Real Property

    
      	
              1.1
      

            	
              Party
      A agrees to lease the apartment located in Room 0817, East Tower, WangZou
      Center, No. 2, Guandongdian South Street, Chaoyang District, and its
      equipments (see Attachment I), which both are in good condition, to Party
      B, with the total coverage of the rental property being approximately: 256
      m2.

            


    

    


    Article
2. Term of Lease

    
      	
              2.1

            	
              The
      term of the lease is two years, from December 1, 2008 to November 30,
      2010.

            


    

    
      	
              2.2
      

            	
              Upon
      the expiration of the lease, Party A is entitled to reclaim the leasing
      apartment and all of the electronic products (including all furniture and
      equipments listed in the attachment) and Party B shall return them on
      schedule. Party B shall pay Party A the apartment use fee of the amount
      equal to 1% of the total amount of the yearly rent for every day that
      Party B defers to return them. In case Party B requests to renew the
      lease, it is entitled to the preemptive renewal right, but it shall submit
      a written application to Party A within two months prior to the expiration
      of the lease. The rent of the renewed lease shall be negotiated by both
      parties.

            


    

    


    Article
3. Rent

    
      
        	
                3.1

              	
                The
      monthly rent is RMB 20000, including property management fees, air
      conditioning and heating fees. (Other fees not clearly specified herein
      shall not be part of the rent. They need to be paid by Party B based on
      the reasonable fee standards announced by the relevant
      departments.)

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                3.2

              	
                The
      rent shall be paid every four months. Party B shall pay the rent in
      advance on the seventh day prior to beginning of the next period of the
      rental payment . In the event Party B defers to pay, it shall pay the
      additional deferral payments of the amount equal to 0.5% of the rent on a
      daily basis. In case Party B defers to pay the rent more than ten days, it
      is deemed that Party B automatically terminates the lease. It is deemed
      that Party B already pay the rent when it notifies its bank to transfer
      the rent to the account of Party
A.

              


      

    

    
      
        	
                3.3

              	
                Party
      B shall pay the full amount of the rent of the initial payment period of
      the lease on the signing
date.

              


      

    

    
      
        	
                3.4

              	
                The
      rent shall be paid in RMB. Party A shall provide Party B with the receipt
      after receiving the rent
immediately.

              


      

    

    
      	
              3.5

            	
              During
      the effective term of the lease, the rent will not be
      adjusted.

            


    

    


    Article
4. Security Deposit

    
      
        	
                4.1

              	
                After
      signing the agreement, Party B shall pay Party A the security deposit
      equal to one month rent of the amount of RMB 20,000. 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.

              


      

    

    
      
        	
                4.2

              	
                During
      the term of the lease, if Party B early terminates the lease for its own
      reason (except for force majeure events), the security deposit shall not
      be returned.

              


      

    

    
      
        	
                4.3

              	
                In
      the event Party B violates the agreement to cause Party A not to receive
      the rent on time or incurs other expenses, Party A is entitled to set off
      the aforesaid rent or expenses against the security deposit. Party B shall
      provide Party A with the amount that being set off to refill the security
      deposit within ten business days after the date of setting
      off.

              


      

    

    
      
        	
                4.4

              	
                In
      case the situation specified in 4.3 occurs and the security deposit is
      less than the amount to be set off, Party B shall provide party A with the
      difference within ten business days after receiving the notice to refill
      from Party A.

              


      

    

    
      
        	
                4.5

              	
                The
      security deposit is paid in RMB. After Party A receives the security
      deposit, it will provide Party B with the
  receipt.

              


      

    

    


    Article
5. Other Expenses

    
      
        	
                5.1

              	
                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.

              


      

    

    
      
        	
                5.2

              	
                The
      phone bill is calculated based on the standard of Telecom Bureau for its
      actual monthly use, Party B shall pay the bill according to the
      invoices.

              


      

    

    


    Article
6. Obligations of Party A

    
      
        	
                6.1

              	
                After
      signing the agreement, Party A shall not reclaim the apartment without due
      courses. In the event Party A requests to reclaim the apartment 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

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                6.2

              	
                Party
      A shall ensure that the apartment and its fixtures are in good condition
      when it delivers them to Party B from the starting date of the lease. In
      the event the apartment does not qualify to the condition of inhabitation,
      the starting date of the lease shall be re-negotiated by both parties. The
      new starting date shall not be later than seven days from the original
      starting date. In the event the apartment still does not qualify the
      condition of inhabitation, Party A agrees to compensate Party B the rent
      and expenses to temporally lease the other apartment, until the apartment
      qualifies the condition of inhabitation, but under no circumstance the
      expenses shall exceed the standard of rent specified in this
      agreement.

              


      

    

    
      
        	
                6.3

              	
                The
      management company shall provide the security guards, the fire prevention
      and a quiet and clean living
environment.

              


      

    

    
      
        	
                6.4

              	
                The
      management company shall provide adequate service, for example, the
      regular function of cold water, hot water, electricity, and
      equipments.

              


      

    

    
      
        	
                6.5

              	
                Party
      A shall be responsible for the ordinary maintenance of the apartment and
      the relevant equipment, and the relevant expenses to the repair and
      maintenance expenses for the ordinary exhausts and
  damages.

              


      

    

    
      
        	
                6.6

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

              


      

    

    


    Article
7. Obligations of Party B

    
      
        	
                7.1

              	
                Party
      B shall pay the rent, security deposit and all expenses in accordance with
      Article 3, 4 and 5. In case Party B defers to pay any of such, it is
      deemed to breach the agreement. Party B shall pay the rent and other
      expenses in accordance with Article 3 and 5, in case of any deferral of
      payments, Party A is entitled to set off the deferred payment against the
      paid security deposit; in case the security deposit is less than the
      deferred payments, Party A is entitled to request Party B to provide with
      the difference on agreed schedule in accordance with Article 4.4; if Party
      B still fails to provide with the difference within the agreed schedule,
      then after thirty days, Party A is entitled to cancel the
      lease.

              


      

    

    
      
        	
                7.2

              	
                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, as well as claim for the
      compensations equal to two-month
rents.

              


      

    

    
      
        	
                7.3

              	
                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.

              


      

    

    
      
        	
                7.4

              	
                Party
      B shall carefully use the apartment and its equipments. In the event Party
      B misuses them and causes any damage, it shall be responsible for the
      compensations.

              


      

    

    
      
        	
                7.5

              	
                Except
      for the existing decorations and facilities in the apartment, if Party B
      wants to increase equipments or conduct additional decorations, it shall
      obtain the consent of Party A. Upon the expiration of the lease, Party B
      shall restore the apartment’s original condition (except for the ordinary
      exhausts and damages), when returning the apartment to Party A, and be
      responsible for the relevant
expenses.

              


      

    

    
      
        	
                7.6

              	
                In
      the event Party B or the related governmental officers, its superiors,
      employees, customers, visitors, contractors, agents, the license holders
      and invitees of Party B (hereinafter collectively “the Related Persons of
      Party B”) cause any damage to the apartment, Party B shall be responsible
      to compensate the losses, and allow Party A or its agents to enter into
      the apartment after giving a prior notice to Party B to amend or repair
      the losses or damages. All relevant expenses incurred by the aforesaid
      situations shall be assumed by Party
B.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                7.7

              	
                After
      Party A sends a prior notice to Party B, Party B shall allow Party A or
      its agents to enter into the apartment when the due course exists, and to
      investigate the apartment to conduct the necessary repair or maintenances.
      On the last month of the term of the lease, Party B shall allow Party A or
      its agents to show the apartment to the clients that intend to rent or
      purchase the apartment, with the exception that Party B has informed Party
      A to renew the lease in accordance with Article
  2.2.

              


      

    

    
      
        	
                7.8

              	
                Without
      the prior written consent of Party A, Party B shall not build up, install
      or move the facilities and equipments, nor set up the partition or change
      or increase the structure of the
apartment.

              


      

    

    
      
        	
                7.9

              	
                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 apartment.

              


      

    

    
      
        	
                7.10

              	
                In
      addition to being used as a residence by Party B, with the consent of
      Party A, the apartment can be used as the office, but if Party B requests
      Party A to change the usages of the apartment, Party A has the right to
      reject such requests.

              


      

    

    
      
        	
                7.11

              	
                Without
      the written consent of Party A and the management company, Party B is
      prohibited from setting up any board or facility outside the apartment,
      nor shall Party B hang clothes outside the apartment or on windows and
      doors to affect the appearance of the apartment; nevertheless, if Party B
      requests, Party A is entitled to reject such
  requests.

              


      

    

    Note:
Party B shall apply the temporary residential registration to the relevant
departments (or the property management company).

    


    Article
8. Other Uninhabited Events

    In the
event the apartment is damaged due to fire accidents, the extreme weather, wars
or other force majeure events, and thus not being able to be used or
uninhabited, Party B shall stop paying the rent from the date of such events
occur, until the apartment can be used or inhabited. Party A is not obligated to
repair or restore the apartment, in consideration of its will, economic
condition, the substantial result of the repair, and other reasons. In the event
the aforesaid situation occurs, Party A shall notify Party B, and return the
security deposit and the paid rent to Party B within ten days upon sending such
notices.

    


    Article
9. Governing Law and Dispute Resolution

    The
agreement is subject to laws of the People’s Republic of China. Any dispute
arising from or in connection with the agreement shall be friendly negotiated by
both parties.  In the event both parties fails to solve the dispute
through negotiations, the dispute shall be submitted to China International
Economic and Trade Arbitration Commission in Beijing, and to be solved in
accordance with the effective arbitration rule of the Commission when the
dispute is submitted. The arbitration shall be held in Beijing, the language
adopted on the arbitration is Chinese. The arbitration aware shall have the
final and binding effect to both parties.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    Article
10. Miscellaneous

    
      
        	
                10.1

              	
                In
      the condition that the facilities and equipments of WangZou Center are
      available, part of the facilities (including the swimming pool and
      gymnasium) can be used by Party B on its own
  expenses.

              


      

    

    
      	
              10.2

            	
              The
      attachments of this agreement constitute a undivided part of this
      agreement.

            


    

    
      
        	
                10.3

              	
                The
      agreement becomes effective upon signing. It consists two copies, each
      party holds one copy.

              


      

    

    
      	
              10.4

            	
              Any
      unspecified matters shall be negotiated by both
  parties.

            


    

    


    The
agreement is signed on November 21, 2008 in Beijing.

    


    Party
A

     

    /s/ Zheng
Rui Zhen

    Zheng
Rui Zhen (the authorized person)

    


    Party B:
China Tailong Holdings Company Limited

     

    /s/ Teng Xiao
Rong

    Representative:
Teng Xiao Rong

    


    Attachment:

    


    Party A
agrees that in the condition that the original illumination is not being
damaged, Party B can install illumination when the it is not adequate in the
room. The installed partition (in the condition that such installations do not
damage the original decoration), shall be restored upon the expiration of the
lease.

    


    Party
A

     

    /s/ Zheng
Rui Zhen

    Zheng
Rui Zhen (the authorized person)

    


    Party B:
China Tailong Holdings Company Limited

     

    /s/
Teng Xiao Rong

    Representative:
Teng Xiao Rong

    


    End of
Agreement

    


    
      
        
        

      

      
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