Fifth Season International Inc.: Exhibit 10.9 - Filed by newsfilecorp.com






Exhibit 10.9

Property Lease Contract 

	Party A: 	First Branch of Tengzhou Xinxing Real Estate
      Development Co., Ltd. 
	Party B: 	The Fifth Season Tengzhou Enterprise Management
      Co., Ltd. 


Party B is to rent Xinxing Commerce and Trade Plaza to operate
department store, supermarket, and for other commercial use. Both parties have
reached and shall obey the following agreement: 

Article 1 Lease premise basic condition 

	1. 	
      Address:

	2. 	
      Lease area and ownership condition:

		
      Floor 1 to floor 5. Floor 1’s area is 2540.44 square
      meters; floor 2’s area is 2482.78 square meters; floor 3’s area is 7030.03
      square meters; floor 4’s area 5691.51 square meters; floor 5’s area is
      6113.52 square meters. Rental area is based on actually measured area
      (details see appendix one).



Article 2: Lease period 

	1. 	
      Lease period for floor 1 and 2 is five years, from
      September 1, 2010 to August 31, 2015. Free lease period is two years, from
      September 1, 2010 to August 31, 2012.

	2. 	
      Lease period for floor 3, 4, and 5 is eight years, from
      September 1, 2010 to August 31, 2018. Free lease period is two years, from
      September 1, 2010 to August 31, 2012.

	3. 	
      Party A shall transfer floor 1 through 5 to party B
      before August 31, 2010. If the transfer cannot be done before August 31,
      2010, the lease starting date shall postpone accordingly.

	4. 	
      After inspection, both parties can finish delivering the
      premise if they are satisfied with the inspection. (If delivery date is
      delayed, lease starting date can be postponed.)

	5. 	
      Upon expiration, party B has the priority lease right
      when conditions are equal. Renewing period and lease payment shall be
      separately negotiated.



Article 3: Lease payment and deposit standards 

	1. 	
      The first and the second years are considered free lease
      and renovation period. Party A does not collect lease payment. From the
      third to the fifth year, lease cost is based on 0.7 RMB per day per square
      meter. In the sixth year, such cost is increased by 5%, and then it is
      increased by 5% every three years.

	2. 	
      Deposit amount is 1,000,000 RMB (One million
  RMB).



Article 4: Lease and deposit payment method 

	1. 	
      Lease payment is paid annually and before
usage.

	2. 	
      Party B’s payment formula is as followed: Annual lease
      payment = basic daily rent * 360 * area.

	3. 	
      Lease payment includes fees of advertisement as well as
      property and equipment which party A supplied and party B uses. During lease
      period, party A does not collect from party B any payments other than
      lease payment. (However, party B shall cover utility expense derived from
      property usage)

	4. 	
      Party B pays a deposit of 1,000,000 RMB to party A in 15
      business days after contract signing. Party A provides invoice to party B.
      Party B pays the third year’s lease payment in a month after opening. The
      deposit of one million RMB turns into lease payment. The fourth year’s
      lease payment should be paid 7 days in advance.








Article 5: Advertisement 

 	1. 	
      Party A agrees to provide for free to party B places at
      the front and the side of the premise for placement of advertisement
      boards.

	2. 	
      Party B (including the ones that party B sublease to) has
      the right to freely place advertisement on the interior wall and in the
      passageway during lease period. Party A agrees to assist party B to handle
      relevant paperwork, and party B shall cover its application fees. Party
      B’s usage of advertisement boards should be in compliance with government
      department requirement and relevant legal regulation. During lease period,
      party B has the right to make advertisement by itself or by a hired
      advertisement company.



Article 6: Interior renovation 

	1. 	
      Party B creates a renovation plan according to operation
      needs. Party A agrees to assist party B (and its sub-lessees) to handle
      approval and inspection paperwork regarding plan permit, renovation
      permit, fire safety inspection and inspection passed certificate. If
      providing relevant materials, it shall do so in time.

	2. 	
      Party B’s renovation plan and repair cannot damage the
      main structure of the building, and it must be in accordance with
      government related fire safety and engineering requirements.

	3. 	
      Party B covers the costs of
renovation.



Article 7: Non-competition 

Both parties agree as followed: party A does not lease to a
third party a property that is more than 3,000 square meters and competes with
party B’s operated department stores. 

Article 8: Utility service supplement 

	1. 	
      Party A agrees to provide to party B’s leased premise
      long-term and consistent supply of water, electricity, natural gas,
      internet, telephone, and relevant drainage and other utility
    services.

	2. 	
      The expense of the above mentioned utilities is
      calculated based on the actual usage and the requirement of government
      department and street management service
department.








Article 9: Fire safety system and escalator 



	1. 	Party A is responsible for installing qualified
      fire safety system and equipment in party B’s leased premise. 
	2. 	Party A covers the expense of installing
      escalators in party B’s leased premise and ensures it operates properly.
    
	 	  
	Article 10: Property management and
      equipment and property repairmen 



	1. 	
      Part B is responsible for the expense of property
      management service in its leased premise.

	2. 	
      Party A transfer the property and equipment to party B
      which is responsible for maintain the property and equipment other than
      elevator, escalator, and other large equipment.

	3. 	
      Party A agrees to, in accordance with party B’s
      requirement, authorize a professional company to provide property
      management service to party B. Party B is responsible for the property
      management service fee.

	4. 	
      Party A supplied property and equipment is first-hand
      qualified. During lease period, it must be fully transferred to party B.
      Party B is responsible for inspecting, repairing, and maintaining its
      own-used property and equipment and related expense. Party A authorized
      management department is responsible for inspecting repairing, and
      maintaining not party B’s property and equipment such as air-conditioner
      and elevator; the related expense is covered by party B and other
    user.

	5. 	
      Party B is responsible for inspecting, repairing,
      maintaining and updating its self added renovation, property and equipment
      as related expense.

	6. 	
      During lease period and after lease relationship ends,
      party B does not have to indemnify for the normal wear and tear of the
      property and equipment in the leased area.

	7. 	
      Party B can make necessary adjustment on party A supplied
      property and equipment after gaining party A’s consent. The adjustment
      plan must comply with government regulations, and it must be optimized.
      Party A is to cooperate with the approval
application.



Article 11: Indemnification for modification, demolition, and
relocation 

	1. 	
      Government department provides to party B indemnification
      of relocation (including staff dismissing fee, equipment relocating fee,
      work delay fee, renovation fee, equipment wear and tear fee, and return
      relocation fee) in accordance with policy regulations.

	2. 	
      Both parties can cancel the contract in a written form
      and be free from the responsibilities of breach of contract if party B
      cannot continue operation after demolition and relocation. If party B
      chooses to continue operation, the lease payment will be reduced according
      to reduced area.



Article 12: Lease contract registration 

Party A must register the lease contract with government real
estate management department. Party B must cooperate. The registration record is
kept by both parties. Either party covers its registration fee required by the real
estate management department. 




Article 13: Other matters 

	1. 	
      Party A assists party B in handling local affairs,
      transportation, security, sanitation, fire safety, tax, industrial and
      commercial matters.

	2. 	
      Regarding behaviors that require the other party’s
      consent, Party B must respond within 5 days after receiving written
      application materials. If no response is given in 5 days, it is considered
      as consent granted.

	3. 	
      Party B has the right to hold market place and department
      store activities, including but is not limited to promotion, annual store
      celebration, show, performance, temporary sales. The activities must
      comply with

	4. 	
      Party B has the right to operate and use its leased
      property. Unless party B agrees so, party A shall prevent others from
      modifying the property (modification includes but is not limited to
      increasing or reducing the underlying property’s attached items, adding
      new buildings inside the property, and increasing floor levels). If party
      A is to modify the neighboring parts of the property, Party A shall
      provide a written notice to party B 10 days in advance, and the
      modification cannot affect party B’s normal operation.

	5. 	
      Party A does not collect from party B (including party
      B’s sub-lessees) any additional fees related to customers’ and suppliers’
      proper use of public property and equipment.



Article 14: Evacuation time 

Upon expiration of lease period or cancellation of the contract
due to any reasons, party B must evacuate the premise before lease period ends.
Party A is responsible to pay double lease payment specified in the contract for
every day it delays to evacuate. 

Article 15: Asset handling upon expiration 

Upon expiration, party B shall take away its invested
equipment. The decoration, renovation, and equipment that is unmovable belongs
to party A. 

Article 16: Confidentiality 

Both parties agree, during contract fulfilling process, not to
disclose each other’s commercial secrets and especially the material terms of
the contract to a third party (including media, public, and competitor, except
for the government organization that has management authorities). The discloser
is responsible for indemnification of losses occurred due to the disclosure
behavior. 

Article 17: Responsibilities of breach of contract 

	1. 	
      If either party violates the terms or terminates the
      contract, the party that breaches the contract must pay a fine of
      2,000,000 RMB to the party that does not.








Article 18: Contract validity 



	1. 	
      Both parties confirm as followed: The authorized
      representatives have gone through internal approval and are fully
      authorized to sign the contract.

	2. 	
      The contract has four duplicate copies. Either party
      holds two copies, which become effective upon the date of providing
      signature or chop.

	3. 	
      Any revision for the contract only become effective after
      both parties sign a supplemental agreement.

	4. 	
      No term shall affect the validity of any other terms in
      the contract.



Article 19: Dispute settlement 

When dispute occurs, both parties negotiate to settle. If
negotiation fails, a lawsuit to settle can be filed at local People’s court.


Party A: First Branch of Tengzhou Xinxing Real Estate
Development Co., Ltd. 
By: /seal/ First Branch of Tengzhou Xinxing Real
Estate Development Co., Ltd. 

Party B: The Fifth Season Tengzhou Enterprise Management Co.,
Ltd. 
By: /seal/ The Fifth Season Tengzhou Enterprise Management Co., Ltd.



Date: July 15, 2010