exv10w5






Exhibit 10.5




Lease Agreement




Lessor (“Party A”): Kwok Ping Sun




Lessee (“Party B”): Shanghai Nobo Commerce and Trade Co., Ltd.




      Party A and Party B, after their amicable consultation, hereby enter into this agreement with
respect to lease of certain property as follows:




	I.	 	Location of the Property
	 
	 	 	Address: 150, Yonghe Road, Zhabei District, Shanghai
	 
	 	 	Property Details:
	 
	 	 	Floor Area: 2,000 square meters
	 
	II.	 	Lease Term and other Agreements






	 	1.	 	Lease Term Party A agrees to lease the property to Party B for a 1-year term from
November 1, 2008 to October 31, 2009.
	 
	 	2.	 	Rent The monthly rent of the property shall be RMB50,000.
	 
	 	3.	 	During the lease term, Party B shall pay the fees in connection with water,
electricity, gas, telephone, cable TV, cleaning and security services while Party A shall
pay property management fees and repair costs.
	 
	 	4.	 	Under any of the circumstances on the part of Party B during the lease term, Party
A may terminate the lease and take back the possession of the property and Party B shall
fully accept the relevant liability and compensate Party A for any losses incurred by
Party A:






	 	(1)	 	Party B sublets or transfers the property without Party A’s prior
written consent;
	 
	 	(2)	 	Party B carries out any illegal activity detrimental to public interest
in the property;
	 
	 	(3)	 	Party B fails to pay as agreed herein any water, electricity, gas,
telephone or other bills for 3 consecutive months.






	III.	 	Rights and Obligations






	 	1.	 	Party A hereby represents and warrants that it owns the title to the property and
has the right to lease the property to Party B; and Party B’s use of the property during
the lease term will not violate any applicable law or infringe upon the lawful rights of any
third party.




 









 












	 	2.	 	Party B shall pay the fees in connection with water, electricity, gas and telephone
in a timely manner and shall provide Party A with the relevant bills. Party A shall
oversee and inspect such fees.
	 
	 	3.	 	During the lease term, (i) Party A shall ensure that the property and its
facilities are in safe and operating conditions and that Party B has the right of quiet
enjoyment; (ii) Party A shall not sublet or sell the property to any third party; and
(iii) Party A shall request no rent increase.
	 
	 	4.	 	If Party B intends to continue to use the property after the expiry of the lease
term, it shall give a 1-month prior notice to Party A. Party A may, at its sole
discretion, grant Party B the priority to lease the property under the same conditions.
	 
	 	5.	 	During the lease term, if either party hereto intends to terminate this agreement
for any specific reason, such party shall give a 1-month prior written notice to the
other party and this agreement may be terminated only upon the agreement between the
parties.
	 
	 	6.	 	During the lease term, Party B shall keep the area surrounding the property clean
and adopt fire and safety precautions. In the event of any incident, Party B shall fully
accept the liability therefor.
	 
	 	7.	 	Party A shall be responsible for any repair of the property. Party A shall fully
compensate Party B for its losses due to Party A’s failure to make any repair to the
property in a prompt manner. Party B shall not modify the internal structure of the
property without Party A’s consent and shall use the facilities in an appropriate manner.
Party B shall indemnify Party A for its intentional damage to the property or its
facilities. In respect of any wear and tear, Party B shall promptly notify Party A and
cooperate with Party A in the repair work.





IV. Any matters not covered by this agreement may be agreed upon by the parties through
consultation.





	V.	 	Dispute Resolution






	 	1.	 	This agreement shall be governed by PRC laws. Any dispute arising out of or in
connection with this agreement shall be resolved at first instance through consultation
between the parties. If the parties are unable to resolve the dispute within 14 days
after a party requesting such consultation, either party shall have the right to refer
the dispute to the Beijing Arbitration Commission in Beijing for arbitration. There will
be a sole arbitrator to be appointed by the parties who shall be a lawyer with at least
5-year experience in practicing international business law. If the parties fail to agree
on the appointment of the arbitrator within 30 days after the other party receiving the
arbitration notice, such appointment shall be made by the Chairman of the Beijing
Arbitration Commission pursuant to the provisions of this paragraph. The arbitration
shall be conducted in accordance with the then effective arbitration rules of the
Beijing Arbitration Commission. The arbitral award shall be final and binding upon




 









 






	 	 	 	both parties. The prevailing party may apply to a court of competent jurisdiction for
enforcement of such award.





VI. This agreement which is written in Chinese shall have three counterparts and each party hereto
shall hold one. This agreement shall take effect upon the execution by the parties with the
official seal of each party (if applicable) affixed hereto. Upon the execution of this agreement,
Party B shall file this agreement with the relevant authority for record purpose and Party A shall
assist in this regard.




     Lessor: Kwok Ping Sun (signature)



     Lessee: Shanghai Nobo Commerce and Trade Co., Ltd. (official seal)



     Date: