EX-10.6







Exhibit 10.6


English Translation




Nanjing ShunTian Industrials Co., Ltd.




Form of Lease Agreements

(Common Version)




	 	 	 
	Lessee:

	 	Linkage Technology (Nanjing) Co., Ltd.
	 
	Signing Address:

	 	Nanjing Shijie Zhichuang Technology Software Park
	 
	Signing Date:

	 	Column A






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Lessor (referred to as Party A hereinafter): Nanjing Shijie Zhichuang Technology Software Park Co.,
Ltd.



Lessee (referred to as Party B hereinafter): Linkage Technology (Nanjing) Co., Ltd.



Pursuant to the Contract Law of the People’s Republic of China and related rules of laws and
regulations, Party A and Party B have negotiated and agreed on the matters that Party A will
lease the property to Party B on a consensual and equal basis. The following contractual
provisions have been agreed hereby:





	I.	 	Party A will lease the property located in Column B of Nanjing Shijie Zhichuang
Technology Software Park (see the floor plan of property for details) with the
construction area of Column C square meters to Party B for office use. The lease
period is Column D.






	II.	 	The total expense of the entire year for this property is Column E, including
annual rent of RMB           
         /     
               
only (¥             
       /         
   
         ), property
management fee of RMB                    /                    only (¥                    /             
       ) and other fees
of RMB                    /                    only (¥                    /                  
  ). Party B will pay the rent,
property management fee, etc. in installments quarterly in advance before using the
property. Prior to moving in, Party B shall first pay the initial rent and property management fee
of Column F. For each remaining installment of payments for rent and property
management fee, Party B shall make it 15 days beforehand. If overdue, it shall be
regarded as default. Default fine shall be 5‰ of the defaulted expenses per day and be
deducted from the deposit. If the rent and property are overdue for more than 30 days,
Party A shall have the right to terminate the Agreement. In addition to taking
accountability for the default, Party B shall pay the related fees for the remaining
lease period. Without Party A’s consent, Party B shall not remove any other decorations
and fixed assets.









	III.	When signing the Agreement, Party B shall separately pay the deposit for using the
property facilities. The deposit shall be 10% of the expenses of the entire year which
is Column G. After the Agreement is completely performed, Party A shall return
the deposit to Party B (any interests shall not be calculated).






	IV.	Beginning with Column H after signing the Agreement, the annual expenses shall
be incrementally increased by 5%.






	V.	To ensure the Agreement of being properly performed, Party B is required to provide the
copy of business license (on which ‘Only archiving is allowed’ shall be remarked) and
the ID card copy of the legal representative to handle property lease procedures.






	VI.	Within the period of the Agreement, Party B shall pay for water, electricity supply and
telephone usage fees, etc. on a monthly basis, and those payments shall be adjusted
subject to the actual market conditions. Such fees as public lighting and water supply
shall be apportioned according to monthly-used quantity, unit price and leased square
meters.






	VII.	Within the period of the Agreement, without Party A’s written consent, Party B shall
not sublease and sub-tenant the property to others at its discretion. Otherwise, Party A
shall have the right to terminate the Agreement and shall not return paid rent, property




2









 






	 	 	management fee and property deposit.
	 
	VIII.	 	Within the lease period, Party B shall do law-abiding business, and comply with
national laws and regulations as well as relevant property management rules as specified
by Party A. If Party B violates the property management rules of Party A and rejects to
accept the requirements from Party A, Party A shall have the right to terminate the
Agreement.
	 
	IX.	 	Within the period of the Agreement, Party B only has the access to use the property and
its major fixed facilities. The access right shall be terminated subject to the
termination of the Agreement, and the ownership rights shall belong to Party A. Party B
is allowed to do some proper decorations and upgrades to the property on its own
expenses. However, decorations and upgrades proposal application in writing shall be
filed with Party A and related governmental departments. Only after written approval is
obtained can Party B conduct the decorations and upgrades, but Party B is not allowed to
change the property structure at its discretion. Within one month after the completion,
Party B must offer to Party A a complete as-built drawing for archiving. If the property
is damaged or the adjacent neighbors are actually affected due to the decorations and
upgrades, Party B shall take all responsibilities.
	 
	X.	 	If Party B makes decorations on the property at its discretion without Party A’s
consent, Party A has the right to require Party B to stop and reinstate the property,
and look into Party B’s infringement accountabilities. Resulted expenses and damages
shall be born by Party B.
	 
	XI.	 	The property and facilities provided by Party A are at the actual status when delivery.
Within the lease period, Party A shall be responsible for fixing the property’s natural
damage, and resulted damage occurred to Party B during the fixing time shall not be
Party A’s responsibility. If the damage is brought about due to Party B’s deliberation
or negligence, Party B shall be responsible for fixing or compensating for the relevant
financial losses. Party B shall be responsible for fixing the decorations and upgrades
made by itself. If in-house fragile items such as bulb, light tube, outlet, lock, door
and window are damaged, Party A shall give a fix and replacement, and the related
material fees shall be paid by Party B.
	 
	XII.	 	Party B shall be subject to the unified management from Party A. Party B shall not, at
its discretion, add any heating, cooling and any other non-office electric facilities to
the property, and is not allowed to freely put up and place any commercials, placards,
piles up sundries and improperly deploy power lines, etc., within the public area of the
office building. Otherwise, Party A shall have the right to handle this and give a fine,
even terminate the Agreement, and resulted expenses shall be born by Party B.
	 
	XIII.	 	The firefighting facilities provided by Party A are at the actual status when the
property is delivered. Party B shall be responsible for maintenance work and providing
managers. Meanwhile, Party B shall properly conduct related approval application
procedures such as firefighting and environmental protection according to its own
project requirements. Flammable, explosive or toxic material shall not be stored in the
property. If direct and indirect damage to Party A or third parties result from such
accidents as fires, etc., due to Party B’s reason, the total responsibilities shall be
undertaken by Party B.




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	XIV.	 	Two months prior to expiration of the Agreement, Party B shall, in time, go to Party
A’s business-invite office and finance office to handle lease withdrawal or renewal
procedures. If Party B chooses renewal, it shall have priority to lease the property
under the equivalent conditions, but lease agreement must be re-signed. If lease
withdrawal is chosen, Party B shall make the property intact. In-house decorations shall
not be moved or removed; fixed assets shall not be removed to be taken away, otherwise,
Party B shall take related financial responsibilities. Before expiration of the
Agreement, if Party B deliberately ignores the lease withdrawal or renewal procedures,
Party A shall carry out the provisions as specified in article XV after the Agreement
expires.
	 
	XV.	 	Specific provisions: after this Agreement expires or Party A terminates the Agreement,
Party B must move all in-house office facilities and items out of the property within
five days after the Agreement expires or its termination, and timely arrange hand-over
confirmation procedures list. If not moved out in a proper time, those items within the
property shall be considered as discarded articles, Party A shall have the right to
dispose them, and resulted expenses shall be born by Party B.
	 
	XVI.	 	If the termination conditions specified in this Agreement are met, the Agreement shall
be terminated after Party A serve written notification of Agreement termination to Party
B’s office or paste it on Party B’s front door or mail it to the leased property.
	 
	XVII.	 	If either party violates the Agreement, when lease withdrawal, 10% of the total
expenses of the entire year in this Agreement shall be also paid as default fine to the
other party, and the total expenses paid by Party B shall not be refunded, and Party B
is still required to pay the total expenses for the remaining lease period.
	 
	XVIII.	 	If this Agreement can not be performed due to such factors as force majeure and
governmental infrastructure construction requirements, both parties shall not compensate
for each other, and default responsibilities shall not be required to be undertaken by
either party. This Agreement shall be terminated automatically.
	 
	XIX.	 	As for such issues as the unit prices for water and electricity, parking fee and
property management, etc., supplementary agreement shall be signed to specify the
detailed provision.
	 
	XX.	 	If any issue is unresolved, upon negotiation by both parties, supplementary agreement
can be entered into. Supplementary agreement and appendix are the part of this Agreement
and have the same legal effect as this Agreement.
	 
	XXI.	 	This Agreement has four counterparts with two counterparts held by each party and shall
become effective upon execution by both parties.





Party A (seal) :

/Seal/ Nanjing Shijie Zhichuang Technology Software Park Co., Ltd.




Party B (seal) :

/Seal/ Linkage Technology (Nanjing) Co., Ltd.




Date: Column A




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	 	 	Column A	 	Column B	 	Column C	 	Column D	 	Column E	 	Column F	 	Column G	 	Column H	 	Additional Clauses
	1

	 	March 29, 2008
	 	Room No. 1,
Building No. 16
	 	 	4,530	 	 	Two years from May

1, 2008 till April

30, 2010
	 	RMB Two million,
four hundred and
forty-seven
thousand, one
hundred and six
only (¥2,447,106)
	 	RMB Six hundred and
eleven thousand,
seven hundred and
seventy-six, point
five (¥611,776.5)
	 	RMB Two hundred and
forty-four
thousand, seven
hundred only
(¥244,700)
	 	N/A
	 	There is a
Supplementary
Agreement to this
Agreement attached
behind.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	May 20, 2008
	 	Room No. 1,
Building No. 15
	 	 	1,340	 	 	Three years from
November 26, 2007
till November 25,
2010
	 	RMB Seven hundred
and twenty-three
thousand, eight
hundred and
sixty-eight only
(¥723,868)
	 	RMB One hundred and
eighty thousand,
nine hundred and
sixty-seven only
(¥180,967)
	 	RMB Seventy-two
thousand, three
hundred and sixty
only (¥72,360)
	 	The third year
	 	i. If Party B fails
to fully pay the
water and
electricity fees
within due period,
resulting in water
or electricity
termination by
relevant
departments, Party
B shall take
responsibilities
for all incurred
consequences.


ii. There is a
Supplementary
Agreement to this
Agreement attached
behind.






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	 	 	Column A	 	Column B	 	Column C	 	Column D	 	Column
E	 	Column F	 	Column G	 	Column H	 	Additional Clauses
	3

	 	N/A
	 	Room No. 2-3,
Building No. 15
	 	 	160	 	 	One year and nine
months from
February 26, 2009
till November 25,
2010
	 	RMB Eighty-six
thousand, four
hundred and
thirty-two only
(¥86,432)
	 	RMB Twenty-one
thousand, six
hundred and eight
only (¥21,608)
	 	RMB Eight thousand,
six hundred and
forty only
(¥8,640)
	 	August 26, 2009
	 	i. When electricity
cut or tripping
occurs, neither
party will look
into the other
party’s
responsibility,
and Party A shall
positively provide
maintenance and
repair.


ii. Party B shall
conduct its own
fire safety,
burglarproof,
anti-leak and
maintaining work.


iii. Party B shall
not, at its
discretion, add any
heating, cooling
and any other
non-office electric
facilities to the
public area such as
the top floor.


iv. If Party B
fails to fully pay
the water and
electricity fees
within due period,
resulting in water
or electricity
termination by
relevant
departments, Party
B shall take
responsibilities
for all incurred
consequences and
compensate for
financial losses
incurred by Party A
and other related
lessees.







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Form of Supplementary Agreement to the Lease Agreement



Lessor (referred to as Party A hereinafter): Nanjing Shijie Zhichuang Technology Software Park Co.,
Ltd.



Lessee (referred to as Party B hereinafter): Linkage Technology (Nanjing) Co., Ltd.



Pursuant to the Contract Law of the People’s Republic of China and related rules of laws and
regulations, Party A and Party B have negotiated and agreed on the matters that Party A will
lease the property to Party B on a consensual and equal basis. The following supplementary
agreement to the Lease Agreement between both parties with respect to Column I of
Nanjing Shijie Zhichuang Technology Software Park at Ding Huaimen No. 12 is made hereby:





	I.	 	Within the lease period, Party A shall take the following responsibilities:






	 	1.	 	Provide property management services: 24-hour security patrol service;
firefighting facilities; cleaning service for public sector; maintenance and
trouble-shooting for power lines, communication lines and water supply pipes;
drainage repair; repair for in-house constructional structure; maintenance and
greening for roads neighboring to the property; street lamp maintenance; parking
management; garbage cleaning.
	 
	 	2.	 	Free services: negotiations shall be provided to settle the fees incurred
with the governmental management departments due to using the property (such as
garbage disposal fee, greening fee, etc.) , and the public security fee.
	 
	 	3.	 	Provide dining convenience for Party B’s staff.
	 
	 	4.	 	Uphold Party B’s access right to the leased property.
	 
	 	5.	 	If Party B is adversely affected and cannot normally use the property or
suffers from any loss due to any quality problems of the property, Party A shall be
responsible for the compensation.






	II.	 	Such fixed assets and items which can not be moved or removed as
specified in article XIV of the Lease Agreement are defined as
follows: those facilities excluding air-conditioner, office screen
and office furniture, etc.

	 
	III.	 	Within the lease period, within seven working days after Party A
receives the Column J paid by Party B (if on the two-day weekend or
on festival or holiday, the period shall be postponed accordingly),
Party A shall provide to Party B the invoices for such Column J
as
equivalent of the paid value.

	 
	IV.	 	If there are any conflicts between the provisions above and those of
the Lease Agreement, provisions of this agreement shall prevail.





Party A (seal) :

/Seal/ Nanjing Shijie Zhichuang Technology Software Park Co., Ltd.




Party B (seal) :

/Seal/ Linkage Technology (Nanjing) Co., Ltd.

Date: Column K




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	 	 	Column I	 	Column J	 	Column K
	1

	 	Building No. 16
	 	Rents and property
management fees
	 	March 29, 2008
	 
	 	 	 	 	 	 
	2

	 	Building No. 15
	 	Rents
	 	May 20, 2008






8