Shengtai Power International, Inc.: Exhibit 10.7 - Prepared by TNT Filings Inc.




  



	
     
	
    
    Exhibit 10.7




(English Translation) 


Workshop Lease Agreement 


Party A: Shenzhen Xin He Share-cooperative Company 


Add: Xin He Village Committee, Fu Yong County, Bao An District, Shenzhen 

Representative: Zhang Guoqiang                    
Tel:13662566795 


Party B: Shenzhen Sheng Tai Industrial Co., Ltd 

Add: Building B5, Zone One, New Industry Park, Xin He Village, Fu Hai
Revenue, Fu Yong County, Bao An District, Shenzhen 

Representative: Zou Derong                            
Tel: 13808802449 

Concerning the workshop lease, Party A and Party B hereby
agree as follows: 


I. 

Lease Address
and Area 


Party A agrees to lease to Party B
the workshop (4 storeys) with area of 6800 square meters, which is a framework
building located at Building A9, Zone One, New Industry Park, Xin He Village, Fu
Hai Revenue, Fu Yong County, Bao An District, Shenzhen. 


II. 

Term 


(i) 

The term of this
Agreement is 9 years starting from 27th September 2005 to 27th
November 2014. 

(ii) 

The decoration
period is from the execution date of this Agreement to 27th November
2005, which is free from any rent. 

(iii) 

The rent shall
be calculated from the date of 27th November 2005. 


III. 

Rent and Its
Increasing Extent 


(i) 

Rent for the
workshop is RMB11 Yuan per square meter per day; Party B shall bear all the fees
occurred during the term of this Agreement, including the property lease tax and
property management fees. 

(ii) 

From delivery
date of the workshop, the rent shall increase once three years, and the
increasing extent shall be 8%, i.e, the rent shall increase by 8% based on the
then price. 



IV. 

Payment Method 


(i) 

After execution of this
Agreement, Party B shall pay to Party A an amount as deposit which is equal to
two months’ rent of RMB 149,600Yuan. 

(ii) 

The Rent shall
be paid by the 5th day of every month and shall be settled by Party
B’s bank cash check (or cash), upon which Party A shall issue the payment
receipt (no invoice, and Party B shall be responsible for any cost if it
requests the invoice for tax purpose); any delay of rent payment shall entitle
Party A to collect a delay fee equal to 0.5% of the delayed payment. 


V. 

Party A’s Responsibilities 


(i) 

Party A shall be responsible for
installing a general water meter and a general electric meter. 

(ii) 

Party A shall install in the
workshop a 315KVA transformer. 

(iii) 

Party A shall bear the fees for
the water and electricity facilities in the workshop. 

(iv) 

Party A shall provide Party B
with a 2-ton cargo elevator and Party B shall be responsible for maintenance of
the elevator and pay for relevant fees. 


VI. 

Party B’s Responsibilities 


(i) 

Party B shall timely pay the
fees of rent, water and electricity bill and sanitation fees. 

(ii) 

Party B shall pay RMB 1,800Yuan
per month for the community security and sanitation management fees (for both
the workshop and the dormitory). 

(iii) 

Xin He Village
shall appoint a person to assume the office of manager in the workshop, and
Party B shall pay for the salary of such a manager, which is RMB 1,800Yuan per
month. 

(iv) 

During the term of this
Agreement, Party B shall purchase insurance to cover the workshop for each year.


(v) 

Party B shall be responsible for
sanitation within the workshop, and shall set 2-3 garbage bins for storage of
garbage. 

(vi) 

If Party B
terminate this Agreement within 12 months as of the execution date, it shall pay
to Party A the liquidated damage equal to 3 months’ rent and the deposit paid by
it will not be refunded. 

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(vii) 

Party B shall be
responsible for watering, planting, fertilizing and managing the afforested area
around the workshop. 

(viii)

Party B shall
properly use Party A’s property and the relevant public facilities, and shall be
responsible for the public security management for the workshop with Party A’
assistance. Any damage to the property shall be repaired by Party B unless the
damage is due to the quality of the property, which shall be repaired by Party
A. 

(ix) 

Party B shall be
responsible for any damage to the framework of the workshop due to Party B’s
improper usage. 

(x) 

Party B shall
not sub-rent the workshop to any third party, and shall not change the original
framework of the workshop. If the change is necessary for Party B’s production,
Party A’s prior written consent shall be obtained, otherwise Party B shall be
responsible for any liabilities and expenses arising from Party B’s alteration
of the framework without Party A’s permission. 

(xi) 

Party B shall
properly work on the fire protection and electricity safety pursuant to relevant
fire protection laws and regulations; any responsibilities arising from
accidence due to Party B’s fault shall be borne by Party B. 

(xii) 

Party B shall
discharge waste materials according to the standard set by the local
environmental administrative authority and pay to the environmental
administrative authority for the charge of discharging waste materials. 

(xiii)

Party B shall be
responsible for the payment of the property lease tax and property management
fees. 

(xiv)

Should Party B
delay payment of the rent or of the salary for its employees over 1 month, Party
A is entitled to terminate this Agreement and keep the deposit paid by Party B.


(xv) 

During the term
of this Agreement, if Party B desires to terminate this Agreement before the
expiry date, it shall pay for all the rent for the whole term of this Agreement
and the deposit will not be refunded. 


VII. 

Others 


(i) 

After the expiry
date of this Agreement, under the same conditions, Party B shall enjoy the
preemptive rights for continuous lease of the property. Where Party B will not
continuously lease the workshop, it shall inform Party A two months in advance.
Upon termination of this Agreement, any real estate invested by Party B in the
Workshop shall belong to Party A, and Party B shall, upon Party A’s request,
repair the damaged facilities inside or outside the workshop (except fair wear
and tear), which shall be subject to Party A acceptance examination. Upon the
termination, Party A shall refund the deposit equal to two months’ rent to Party
B. 

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(ii) 

Collection of industrial waste
shall be conducted by Party A under the same conditions. 

VIII. 

Within the term of this
Agreement, occurrence of any of the following events shall lead to the
termination of this Agreement and Party A shall refund to Party B the deposit:


(i) 

Occurrence of any force majeure
event or accidence which makes this Agreement not performable. 

(ii) 

The leased workshop is needed to
be pulled down due to the government’s decision to expropriate the land over
which the leased property is located. 

IX. 

Any issue not stated herein can
be negotiated by the Parties. After the execution of this 

Agreement, either Party shall abide by this Agreement. 

X. 

This Agreement
is prepared in triplicate, and Party A, Party B and the village committee shall
hold one original copy for each Party. The three original copies have the same
legal effect. This Agreement shall come into effect upon the execution by the
representatives of both Parties. 


Party A: Shenzhen Xin He Share-cooperative Company 

Representative (Signature): 


Party B: Shenzhen Sheng Tai Industrial Co., Ltd 

Representative (Signature): 


Date: 27th September, 2005 


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