Unassociated Document


    Exhibit
10.8

     

     

    Unofficial
English Translation

    


    Plant
Lease Agreement

    


    


    Party A:
Beijing Xinggu Investing Center

    


    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 No. 8 plant located in Area M2-4, Xinggu Industrial
      Development Zone, Pinggu District. The coverage of the plant building is
      4484.76 square meters, including 2353.62 square meters of the plant,
      1367.14 square meters of the office and 764 square meters of the attached
      building. (The actual coverage shall be measured on site and verified by
      both parties.)

              


      

    

    


    
      
        	
                2.

              	
                The
      term of the lease is five years, starting from September 15, 2006 to
      September 15, 2011. (If Party A fails to deliver the plant to Party B on
      the agreed date, the start date of the term of the lease shall be the date
      of the actual delivery of the plant.) The rent shall be calculated
      according to the coverage of the plant building. 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. Within three months prior to the
      expiration of the term, Party B is entitled to the first renewal right to
      the land and the building on such a land under the same terms and
      conditions of the agreement.

              


      

    

    


    
      
        	
                3.

              	
                The
      rent is RMB 140/ square meters annually. The total amount of the rent (the
      calculated rent) is RMB 627,900/ year, according to the friendly
      negotiation of both parties, the total amount of the rent (the actual
      rent) is RMB 600,000/ year. The rent shall be paid in two installations
      annually. Party B shall pay Party A RMB 300,000 of the first installation
      of the rent for the first year before September 15, 2006, and RMB 300,000
      of the second installation shall be paid before March 15, 2007.
      Accordingly, the rest of the rent shall be paid on March 15 and September
      15 annually, till the termination of the
  agreement.

              


      

    

    


    
      
        	
                4.

              	
                To
      accelerating the construction of Party B, Party A promises to provide
      Party B with a certain period for the equipment installation and
      adjustment; hence, before September 15, 2006, Party B may use the plant
      without paying the rent.

              


      

    

    


    
      
        	
                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 50% of tax rebate in five years for the reason that the
      tax revenues of Party B reaches the district standard after Party B starts
      the production. After five years, the tax rebate to Party B shall be
      reassessed according to its contributions and policies at that
      time.

              


      

    

    
      
        	
              	
                (3)

              	
                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.

              


      

    

    
      
        	
              	
                (4)

              	
                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.

              


      

    

    
      
        	
              	
                (5)

              	
                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 (200KVA), 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 be permitted to build the boilers by itself, provided that the
      only boilers permitted to be built are oil-burning boiler and natural-gas
      boiler.

              


      

    

    
      
        	
              	
                (5)

              	
                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.

              


      

    

    
      
        	
              	
                (6)

              	
                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.

              


      

    

    
      
        	
              	
                (7)

              	
                Party
      B warrants that the registration capital of the company will not be less
      than USD 2,000,000, the investment of tangible assets will not be less
      than RMB 10,000,000 in the second half of the year 2007, after starting
      the productions, the annual production value (the turnover) of the year
      2007 will not be less than RMB 100,000,000, and the enterprise tax revenue
      shall not be less than RMB 5,000,000 at the end of the year
      2007.

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

            


    

    


    


    


    Party
A

    Beijing
Xinggu Investing Center

    /s/
Binglin Kang            

    Legal
Representative:  Binglin Kang

    


    July 13,
2006

    


    Party
B

    Beijing
Agritech Fertilizer Limited

    /s/
Yu Chang              

    Legal
Representative:  Yu Chang

    


    July 13,
2006

    


    
      
        
        

      

      
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