EX-10.18






Exhibit 10.18



This is an English translation.



LAND LEASE CONTRACT



Party A: Agricultural Development Office of Guyuan County, Hebei Province



Party B: Land V. Ltd (Zhangjiakou)




     In accordance with the relevant laws, regulations and policies of the People’s Republic of
China currently in force, Party A agrees to lease out an arable land and ancillary facilities to
Party B for its operation. Party A undertakes that Party B shall, during the term of the lease,
be entitled to the land use right of the leased land or obtain the leasing right of the leased
land according to law. Party B undertakes that it agrees to lease the land mentioned above from
Party A and guarantees its lawful operation.



     Party A and Party B have, after friendly consultation, reached the following agreement in
respect of all specific matters relating to the leasing of land:



I. Form of Lease, its Term and Area, and Miscellaneous



(A) Form of Lease




     During the term of the lease described herein, Party A and Party B agree that the rental
charge of the land shall be paid in cash by Party B; all taxes and costs payable for the land,
such as collective withholding and agricultural tax, and special products tax, shall be solely
borne by Party A.


(B) Lease Term and its Extension



1. Lease Term




     Party B shall lease the land from Party A for a term of 14 years, starting from the date on
which a land lease agreement is signed.


2. Extension of the Lease Term




     Party B shall notify Party A in writing whether it will renew this Contract at least one
year prior to the expiry of the lease term. Party B shall have the right of priority to renew
this Contract under the same conditions provided.


(C) Type of the Leased Land, its Area and Method of Payment of Rental Charge



(See Exhibit 1)




II. Rights and Obligations of the Parties



(A) Leased Land and Payment of Rental Charge




     Party A shall provide to Party B the leased land and ancillary facilities specified herein
pursuant to the requirements of this Contract; Party A shall furnish to Party B any relevant
materials which show that its leasing right is legal and valid. Party A shall have the



 









 




right to request Party B to pay the rental charge for the land in accordance with the payment
method prescribed herein.



(B) Operation Right of the Leased Land




     During the term of the lease, Party A guarantees that use of the land leased by Party B shall
not be interfered by third parties. Subject to its lawful operation, Party B shall have the right
to mortgage, transfer and lease out the leasing right and any related interests derived from the
operation right of the leased land, and the parties shall sign an agreement in respect thereof.


(C) Ancillary Facilities on the Leased Land



1. During the term of the lease, Party B shall have the right to use any ancillary facilities
hereunder. Party A guarantees that the ancillary facilities are constructed according to law and
in compliance with the national standards, and an approval has been legally obtained in respect
thereof from the relevant governmental departments. Party A guarantees that the ancillary
facilities provided to Party B shall be in good working condition. Subject to its lawful
operation, Party B shall have the right to transfer, mortgage and lease out any ancillary
facilities constructed by it on the leased land. If, during the term of the lease, Party B needs to
use any equipment or facilities located outside the leased land, it shall have the right of
priority to lease them under the same conditions provided. In addition, Party A may supervise
any use of ancillary facilities by Party B. Party B shall be obliged to carry out the normal
maintenance for all ancillary facilities on the lease land.



2. When Party B, for the purpose of agricultural production, needs to redevelop and reconstruct any
ancillary facilities on the leased land or construct new and temporary structures, equipment or
facilities on the leased land for direct use in agricultural production service, Party A shall use
its best effort to assist Party B in completing the formalities in relation to the application for
approval, or producing the relevant documentation. If the construction of such structures and
facilities are entirely for the agricultural production of Party B, Party B shall bear all
construction costs in connection therewith. If the construction of such structures and facilities
involve the public ancillary facilities, such as the supply of water, electricity and gas, Party A
shall offer cooperation and coordination in respect thereof to Party B.



(D) Use of the Land




     Party B guarantees that the leased land shall not be left idle, nor shall it be changed to
rural housing land, and no building that is not directly related to agricultural production shall
be built thereon; Party B guarantees that the leased land shall be used for lawful agricultural
production purpose.


(E) Force Majeure



1. If any interest or property hereunder suffers substantial loss due to force majeure, Party A
and Party B shall take active and appropriate measures to prevent such loss from expanding. Party
A shall also assist Party B in seeking materials or funds for disaster relief and resistance in
accordance with the relevant national policies and the arrangement of the government at a higher
level for its production after disasters.








 









 







2. In the event of any requisition of lands by the State due to large construction projects such as
roads repair, Party A shall refund contracting fees from the year of requisition. All costs
compensated by the State shall belong to Party A and any compensation for the output of the year in
which the requisition is made shall belong to Party B.



3. Where the quantity of well water is insufficient due to the reasons such as drought, or wells or
pumps and electricity facilities are out of order while in use, Party A shall no longer be
responsible for it and Party B shall resolve the problem on its own.




III. Liabilities for Breach



(A) If Party A fails to provide the land and ancillary facilities to Party B pursuant to this
Contract, it shall indemnify Party B against all direct and indirect economic losses suffered by it
arising therefrom.



(B) If Party A recovers the leased land and ancillary facilities prior to the expiry of the lease
that is in violation of this Contract, it shall indemnify Party B against all direct and indirect
economic losses suffered by it arising therefrom.



(C) Party B shall have the right of priority to use any land and ancillary facilities shared with
others. If, however, the normal agricultural production of Party B is affected by such use and
this Contract is terminated as a result, Party A shall indemnify Party B against all direct and
indirect economic losses suffered by it arising therefrom.



(D) If the operation right of the leased land enjoyed by Party B and any other rights derived
therefrom cannot be exercised properly due to any breach of Party A, Party A shall be liable for
making compensation for all direct and indirect economic losses suffered by Party B.



(E) In the event of the termination of this Contract due to any breach of Party B, all the
facilities newly built or redeveloped by Party B on the leased land shall be vested in Party A and
Party B shall not claim for the ownership in respect thereof.



(F) If Party B is determined by any judicial authority to have violated any national laws and
regulations in the exercise of its leasing right of the land, Party A shall have the right to
recover the leased land, and all the facilities newly built or redeveloped by Party B on the leased
land shall be vested in Party A.



(G) Upon the occurrence of any force majeure, Party A and Party B shall be obliged to take active
measures to minimize losses resulting therefrom. Should any loss increase due to the failure of a
party to take any effective measures that could have been taken, such party shall indemnify the
other party against any economic losses arising therefrom.



(H) Since such conditions as the soil of the land provided by Party A or climate is not
suitable for the agricultural development



(J) If Party B fails to pay rental charges in full as scheduled, Party A shall be entitled
to terminate this Contract.








 









 








IV. Assets Arrangement at the time of Termination of this Contract




     When this Contract is terminated properly as scheduled, Party B shall have the right to
dispose of any ancillary facilities for agricultural production that were newly built on the leased
land. Any ancillary facilities redeveloped on the original facilities shall be distributed to Party
A and Party B in proportion to their respective investment amounts after mutual consultation. After
checking and verifying the original facilities of Party A, Party B shall hand over to Party A such
facilities in good condition.



V. Force Majeure




     Any party who fails to perform this Contract in whole or in party due to force majeure shall
not be deemed as a breach of this Contract. Neither party shall make claims against the other
party for any losses or other consequences arising therefrom.



VI. Supplemental Agreement




     Any matters that are not covered by this Contract shall be resolved by a supplemental
agreement separately signed by Party A and Party B as an exhibit hereto. The supplemental
agreement shall have the same legal binding force.



VII. Counterparts and Execution




     This Contract is executed in Chinese in four originals, and Party A and Party B shall each
keep two originals. All of them shall have the same legal effect.



VIII. Disputes Resolution




     Any disputes between the parties arising during the performance of this Contract may be
resolved through mediation, arbitration and litigation.



	 	 	 	 	 	 	 

	Party A:

	 	 	 	Party B:
	 	 
	[Chop of Agricultural
Development Office of Guyuan County,
Hebei Province is affixed]

	 	 	 	[Chop of Land V. Ltd
(Zhangjiakou) is affixed]	 	 
	 
	 	 	 	 	 	 
	Legal Representative:

	 	 	 	Legal Representative:	 	 
	 
	 	 	 	 	 	 
	/s/

	 	 	 	[Chop of Ma Shing Yung is affixed]	 	 
	 
	 	 	 	 	 	 
	Date of Execution

	 	 	 	Date of Execution:	 	 
	 
	 	 	 	 	 	 
	November 1, 2006

	 	 	 	November 1, 2006	 	 
	 
	 	 	 	 	 	 






 









 





Exhibit 1:



Party A: Agricultural Development Office of Guyuan County, Hebei Province



Party B: Land V. Ltd (Zhangjiakou)



I. Type of the Leased Land: Arable Land



II. Area and Scope of the Leased Land:



(1) The leased land has an area of 3,182 mu (based on an actual measurement), which will be handed
over by February 1, 2005.



(2) Scope: See the map (including office premises)



III. Rental Charge and Payment Method:



(1) The rental charge shall be RMB110 per mu annually.



(2) Payment Method:




     The annual rental charge shall be paid in one lump sum. The rental charge for 2005 shall be
paid in full within 20 days after the execution of this Contract; the rental charge for 2006 shall
be paid in full by November 15, 2005; the rental charges after 2007 is required to be paid in full
by November 15 of the preceding year.



	 	 	 	 	 	 	 

	Party A:

	 	 	 	Party B:
	 	 
	[Chop of Agricultural Development Office of
Guyuan County, Hebei Province is affixed]

	 	 	 	[Chop of Land V. Ltd (Zhangjiakou) is
affixed]	 	 
	 
	 	 	 	 	 	 
	Legal Representative:

	 	 	 	Legal Representative:	 	 
	 
	 	 	 	 	 	 
	/s/

	 	 	 	[Chop of Ma Shing Yung is affixed]	 	 
	 
	 	 	 	 	 	 
	Date of Execution

	 	 	 	Date of Execution:	 	 
	 
	 	 	 	 	 	 
	November 1, 2006

	 	 	 	November 1, 2006