exhibit10_2.htm


    Exhibit
10.2

      Rental
Agreement

      


      Party A:
TTCQ

      Party B:
Jiasheng

      


      Party A
and Party B hereby establish this agreement based on the laws of the Republic of
China.

      
 

      Party A
shall rent out 6 units of commercial and residential space totaling 1160.6 sqm,
located at 17 Chongqing Beibei Jingyun to Party B.

      


      Party B
covenants to use the rented units for commercial use within the laws of
Chongqing city and county.

      


      Party B
covenants that it will seek the approval of the relevant government bodies for
the use of the units and shall not change the use of the floor
space.

      


      Both
parties agree that the tenancy period shall be November 1, 2008 to October 31,
2010.

      


      Once the
tenancy is up, Party A reserves the right to take back the units, and Party B
shall return the units accordingly. If Party B wishes to continue to rent the
place, it shall seek the approval of Party A.

      


      If Party
B wants to end the tenancy before the tenancy date is up, Party B shall notify
Party A 3 months before the end of the tenancy.

      


      The
rental price shall be RMB 116000.00 per month for 3 years, and thereafter shall
increase by 8% every year.

      


      Rental
fees shall be paid monthly with the first payment being made within a week after
the agreement has been effected. Thereafter rental shall be paid within 10 days
of each month. If late by one day, Party B shall pay 0.5% penalty.

      


      If rental
fees are not paid after 1 month, Party A shall terminate the tenancy
agreement.

      


      Party B
shall pay Party A 1 month as a deposit. Once the agreement has ended, Party A
shall return the deposit to Party B after deducting any expenses related to the
agreement.

      


      Party B
shall be responsible to pay for all electricity, water, gas, mailbox, facilities
and property management fees.

      Party B
shall keep the invoice for audit purpose.

      


      Party B
is responsible for paying the above fees on time, otherwise it shall be
responsible for any compensation for late payment.

      


      Party B
shall pay the above-mentioned fees to the relevant authorities/ bodies on time
for the period starting from the day of the handover of the
premises.

      


      During
the rental period, if Party B discovers any damages to the facilities, Party B
should immediately inform Party A for repair.

      


      During
the rental period, Party B should take reasonable care of the facilities. If
Party B abuses the facilities and causes damages, Party B should be responsible
for the repair. If Party B refuses to repair, any repair costs done by Party A
will be charged to Party B.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      During
the rental period, Party A promises that the facilities shall be utilized
properly and safely. Party A will perform a check on the building and inform
Party B 30 days prior to the check.

      


      Party B
is to seek the approval of Party A before undertaking any kinds of structural
changes to the premises.

      


      Once the
tenancy starts, according to the contract, Party B will return the premises to
Party A within 7 days after the tenancy is up. Should Party B return the
premises before the tenancy is up, Party B should bear the daily expenses
incurred by the premises.

      


      Party B
should return the premises in its original state, and should not remove any
structures and ensure that the premises are usable and complete. Party A will
acknowledge and all expenses to this should be borne by the individual
parties.

      


      Party B
is allowed to sublet part or all of the premises to 3rd parties
as per terms below:

      


      (1) End
of subletting tenancy date should not be longer than that for the main
tenancy.

      


      (2) Party
B will still bear all rights and responsibilities and abide to the regulations
spelled out in the main agreement.

      


      During
the subletting period, all changes to the main agreement will also apply
similarly to the subletting agreement.

      


      During
the tenancy, in the event that Party A needs to sell the premises, Party B
should be notified 3 months ahead and Party B should have the first refusal
rights to purchase the premises.

      


      Both
Parties A & B shall agree to end the contract under the following
circumstances:

        

      1. The
piece of land where the building is standing is being acquired by the
government.

      


      2. The
land and buildings are required and acquired for communal and community
use.

      


      3. The
premises are destroyed or identified/classified as dangerous.

      4. The
country needs the land for redevelopment.

      


       Party
A and Party B shall discuss and Party A shall sublet the premises.

      


      Breach of
contract terms and conditions for Party B:

      


      1. Party
A did not handover the premises to Party B within 30 days.

      


      2. The
premises did not meet the specifications spelled out in the contract and as such
was unfit for the original usage under the terms of the contract.

      


      Breach of
contract terms and conditions for Party A:

      


      1. Party
B has made unauthorized changes to the premises without the approval of Party
A.

      


      2. Party
B caused damages to the premises.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      3. Party
B sublet the premises or exchanged the use of the premises with other people
without obtaining the approval of Party A.


      
         

      

      Neither
party shall be responsible for any damages caused by unforeseen
circumstances.

      


      Both
parties A & B can discuss and lay down the normal terms and conditions of
the contract and shall abide by the terms and conditions once
agreed.

      


      In the
event of disputes, both parties can bring their cases to the attention of the
mayor of Chongqing city or PRC legal counsel to resolve the cases.

      


      


      Both
parties hereby agree and sign herewith to a binding contract.

      


       

      Party
A                                           Party
B