Unassociated Document


    Property
      Lease Agreement

    


    Landlord
      (Party A): Shenzhen Jin Tong Hai Enterprises Ltd.

    Address:

    Postal
      Code:

    Authorized
      Agent: Chen Xue Feng

    Address:

    Postal
      Code:

    


    Tenant
      (Party B): Shenzhen Fuqi Jewelry Co., Ltd.

    Address:

    Postal
      Code:

    Business
      License No.:

    Authorized
      Agent: 

    Address:

    Postal
      Code:

    


    Governing
      by the “Contract Laws of Peoples’ Republic of China” ,“Municipal Property
      Management Regulation of Peoples’ Republic of China”, “Lease Property Rules of
      Shenzhen Special Economic Zone” and other relevant executive rulings, Party A
      and Party B have mutually negotiated and entered into this
      agreement:

    


    
      	1.  	
              Party
                A leases the property located at 4/F., Block One, Shi Hua Industrial
                Park,
                Luo Hu District (the “Property”) to Party B. Area of Property is 3,000
                squared meters in a six storey
                building.

            


    

    
      	 	 


    

    Beneficiary
      of Property: Shenzhen Jin Tong Hai Enterprises Ltd.; 

     

    Property
      Ownership Certificate number or other title documents reference: (2003) [Chinese
      character] 177;

    
      	 	 


    

    
      	2.  	
              Property
                lease rental is calculated on a monthly unit rate of the RMB Yuan
                25 per
                squared meter (said Twenty-Five Yuan) at a total of RMB Yuan 75,000
                per
                month (said Seventy-Five Thousand
                Yuan).

            


    

    
      	 	 


    

    
      	3.  	
              Party
                B should pay the rental for the first month of RMB Yuan 75,000 (said
                Seventy-Five Thousand Yuan) on or before May 12,
                2005.

            


    

    
      	 	 


    

    
      	4.  	
              Party
                should pay the lease rental to Party A on or before the 3rd
                day each month. And Party A should issue a tax receipt for the rental
                received.

            


    

    
      	 	 


    

    
      	5.  	
              Lease
                term: From July 1, 2005 to June 30,
                2010.

            


    

    
      	 	 


    

    The
      term
      could not exceed the term of Land Use Right and any period beyond the Right
      is
      void. Both parties could mutually agree on the possible damage and loss for
      the
      void term. If there is not a mutual agreement, Party A is liable for all damages
      and losses arising from the void term. 

    
      	 	 


    

    
      	6.  	
              The
                legislated scope of property usage of the Property is Plant and Office.
                If
                Party B needs to change the property usage, Party B must notify Party
                A in
                written form and must seek the approval of the change from relevant
                regulatory bodies.

            


    

    
      	 	 


    

    
      	7.  	
              Party
                A must make the Property available for Party B on or before May 25,
                2005
                with proper handover procedures. 

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    If
      Party
      A could not make the Property available to Party B on the abovementioned date,
      Party B is entitled to deferred the term of this Agreement accordingly and
      both
      parties must duly signed and registered with relevant regulatory bodies the
      deferral.

    
      	 	 


    

    
      	8.  	
              At
                the time of handover, both parties must confirm the conditions and
                fixtures of the Property and attach such a confirmation as the supplement
                of this Agreement.

            


    

    
      	 	 


    

    
      	9.  	
              At
                the time of handover, Party A would receive a rental deposit not
                exceeding
                the amount of rental for three months, which is amounting to RMB
                Yuan
                150,000 (said One Hundred and Fifty Thousand
                Yuan).

            


    

    
      	 	 


    

    Party
      A
      should issue a receipt upon the payment of the deposit.

     

    The
      conditions for returning the deposit:

    
      	 	 


    

    
      	a.  	
              The
                Property is in a good condition without any
                damage.

            


    

    
      	 	 


    

    
      	b.  	
              The
                Property is not sub-leased to a third
                party.

            


    

    
      	 	 


    

    
      	c.  	
              No
                breach of any terms in this
                Agreement.

            


    

    
      	 	 


    

    If
      the
      following conditions may appear, Party A has the right to hold the deposit
      for
      damages:

    
      	 	 


    

    
      	a.  	
              Major
                damage to the Property.

            


    

    
      	 	 


    

    
      	b.  	
              Sub-leased
                the Property to a third party without the consent of Party
                A.

            


    

    
      	 	 


    

    
      	c.  	
              Modify
                the structure of the Property without the consent of Party
                A.

            


    

    
      	 	 


    

    
      	10.  	
              During
                the period of lease term, Party should pay all taxes, levies arising
                from
                the lease and lease management fees; Party B should pay all utilities,
                cleaning, property management fees and relevant expenditures arising
                from
                the use of the Property.

            


    

    
      	 	 


    

    
      	11.  	
              Party
                A guarantee the Property and its facilities can serve the purpose
                of this
                Agreement and guarantee the safety of Property structure is in compliance
                with all relevant laws, regulations and
                rulings.

            


    

    
      	 	 


    

    Party
      B
      could claim for damages arising from the breach of this provision by Party
      A.


    
      	 	 


    

    
      	12.  	
              Party
                B must properly use the Property and must not conduct any criminal
                activities in the Property. Party A should not interfere the activities
                in
                the Property if Party B makes use of the Property in proper and legal
                manner.

            


    

    
      	 	 


    

    
      	13.  	
              If,
                during the lease term and not by the fault of Party B, the Property
                may
                exist any damage which may affect the safety of the structure, Party
                B
                should notify Party A; and Party A must repair or authorize Party
                B to
                repair such damage without 5 (Five) days. If Party B has difficulty
                to
                notify Party A or Party A does not respond the notification of Party
                B,
                Party B may repair such damage on behalf of Party A by notifying
                relevant
                regulatory bodies.

            


    

    
      	 	 


    

    In
      case
      of emergency, Party B may repair such damage immediately and notify Party A
      in
      reasonable time.

     

    All
      reasonable costs related to the repairs by Party B should be reimbursed by
      Party
      A. In Party B does not repair such damage under emergency conditions and does
      notify Party A in time to repair such damage, Party B must be responsible for
      all extra repairing costs. 

    
      	 	 


    

    
      	14.  	
              If
                the cause of a structural damage is identified as the misuse of the
                Property by Party B, Party B must notify Party A in time and Party
                B is
                responsible for all repairing
                costs.

            


    

    
      	 	 


    

    
      	15.  	
              If,
                during the term of the lease, either party may need to alter the
                structure
                of the Property, a separate agreement must be signed by both parties.
                And
                the modification is subject to the approval of relevant regulatory
                bodies.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	16.  	
              During
                the term of this lease, Party B may sublease all or part of the Property
                to a third party with written consent of Party A and proper registration
                to relevant regulatory bodies. The sublease term could not exceed
                the term
                of this lease.

            


    

    
      	 	 


    

    
      	17.  	
              During
                the term of this lease, if Party A will transfer the whole or partial
                title of the Property, Party A should notify Party B in writing before
                one
                month of the transfer. With the same consideration, Party B has the
                first
                right to purchase the whole or partial of the
                Property.

            


    

    
      	 	 


    

    If
      the
      Property is sold to a third party, Party A must notify the purchaser this lease
      must be continuously executed until the end of the lease term.

    
      	 	 


    

    
      	18.  	
              During
                the term of this Agreement, this Agreement can be terminated under
                the
                following conditions:

            


    

    
      	 	 


    

    
      	a.  	
              Force
                Majeure Events.

            


    

    
      	 	 


    

    
      	b.  	
              Acts
                of governments

            


    

    
      	 	 


    

    
      	c.  	
              Mutual
                agreement.

            


    

    
      	 	 


    

    
      	19.  	
              Under
                the following conditions, Part A may claim damages, hold the rental
                deposit and receive a penalty of RMB Yuan 75,000 (said Seventy-Five
                Thousand Yuan) from Party B:

            


    

    
      	 	 


    

    a.
      Monthly rental payment is overdue over 10 (Ten) days.

     

    b.
      Party
      B conduct illegal acts in the Property.

     

    c.
      Party
      B alters the structure and usage of the Property.

     

    d.
      Party
      B breaches the provision under clause 14 of this Agreement.

     

    e.
      Party
      B renovates the Property without the consent of Party A and approval from
      relevant regulatory bodies.

     

    f.
      Party
      B subleases the Property to a third party without the consent of Party
      A.

     

    Party
      A
      reserves the right to terminate or amend the conditions and provision of this
      Agreement if Party B violates any one of the above provision.

    
      	 	 


    

    
      	20.  	
              Under
                the following conditions, Part B may claim damages, receive a penalty
                of
                RMB Yuan 75,000 (said Seventy-Five Thousand Yuan) from Party
                A:

            


    

    
      	 	 


    

    
      	a.  	
              Party
                A delay the handover of the Property more than 10 (Ten)
                days.

            


    

    
      	 	 


    

    
      	b.  	
              Party
                A breaches the provision in clause 13 of this
                Agreement.

            


    

    
      	 	 


    

    
      	c.  	
              Without
                the consent of Party B and approval from relevant regulatory bodies,
                Party
                A alter the structure of the
                Property.

            


    

    
      	 	 


    

    Party
      B
      reserves the right to terminate or amend the conditions and provision of this
      Agreement if Party A violates any one of the above provision.

     

    During
      the period starting from Party B is notified for a compensation of damage to
      the
      time of receipt of such compensation, Party B do not need to pay any rental
      under this Agreement.

    
      	 	 


    

    
      	21.  	
              Upon
                the expiry of this Agreement, Party B should remove from the Property
                within 5 (Five) days and resume the Property to the condition at
                the time
                handover. Party B should execute proper procedure to handover the
                Property
                to Party A.

            


    

    
      	 	 


    

    
      	22.  	
              If
                Party B will extend this Agreement, Party B should notify Party A
                the
                request 3 (Three) months before the end of lease term. With the same
                terms
                from a third party, Party B has the first right to extend the lease.
                The
                new agreement should be registered with relevant regulatory
                bodies.

            


    

    
      	 	 


    

    
      	23.  	
              Both
                parties agree to comply with provisions and conditions in this Agreement
                and agree to compensate the other party in case of
                breach.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	24.  	
              Both
                parties agree to supplement if there are provisions and conditions
                not
                covered in this Agreement.

            


    

    
      	 	 


    

    
      	25.  	
              If
                a dispute or claim shall arise with respect to any of the terms or
                provisions of this Agreement, or with respect to the performance
                by any of
                the parties under this Agreement, then the parties agree to submit
                the
                dispute to binding and non-appealable arbitration in a venue located
                in
                Shenzhen, China in accordance with the rules of the American Arbitration
                Association (“AAA”). Any award rendered in arbitration may be enforced in
                any court of competent jurisdiction


            


    

    
      	 	 


    

    
      	26.  	
              This
                Agreement is effective immediately upon signature by both parties.
                Each
                party shall register this Agreement with 10 (Ten) days to relevant
                governing regulatory bodies.

            


    

    
      	 	 


    

    
      	27.  	
              The
                final interpretation of provisions and conditions of this Agreement
                is
                based on Chinese version.

            


    

    
      	 	 


    

    
      	28.  	
              There
                are four copies of this Agreement. Party A and Party B will each
                hold 1
                (One) copy and register 1 (One) to each governing regulatory
                bodies.

            


    

    
      	 	 


    

    
      	29.  	
              Others:
                

            


    

    
      	 	 


    

    
      	1.  	
              Party
                A cannot off set any of the rental deposit against any outstanding
                rental
                payments. Party B will wire the first month rental to Party A’s account on
                July 1, 2005.

            


    

    
      	 	 


    

    
      	2.  	
              If
                Party B agrees to extend the lease upon expiry, Party A agrees to
                increase
                the rental for 5% per annum only.

            


    

    
      	 	 


    

    
      	3.  	
              Party
                A has the responsibility to handle all property affairs with the
                property
                management office.

            


    

    


    


    Signatures:

    Party
      A:

    (by
      authorized agent)

     

    


    Party
      B:

    (authorized
      signature)

    


    


    Government
      Registry:

    


    


    Date
      this: May 8, 2005