Shengtai Power International, Inc.: Exhibit 10.9 - Prepared by TNT Filings Inc.




  



	
     
	
    
    Exhibit 10.9




(English Translation) 


Real Estate Lease Agreement 


Registration No: Shen (Bao) DA012878 (Bei) 

The Lesser (Party A): Shenzhen Sha Jing Sha Yi
Share-cooperative Company 


Address: Sha Yi Village Committee Office
Building, Sha Jing Xi Huan Road, Bao An District, Shenzhen 

Post #: 

The entrusted agent: Address: Post #: 



The Lessee (Party B): Shenzhen Sheng Tai
Industrial Co., Ltd. 


Address: South of the 2nd Floor,
Building 17, Chang Xing High-tech Industry Park, Sha Yi Wan An Road, Sha Jing
Avenue, Bao An District, Shenzhen Municipality 

Post #: 

The entrusted agent: 

Business license No. or ID No.: Address: Post
#: 

In accordance with
Contract Law of PRC, City Real Estate Management Law of PRC and Shenzhen Special
Economic Zone House Leasing Rules and its implementing regulations, Party A and
Party B agree to enter into this contract through consultations. 


Article 1 

Party A leases
to Party B the property located at 2nd Floor, Building 17, Chang Xing
High-tech Industry Park, Sha Yi Wan An Road, Sha Jing Avenue, Bao An District,
Shenzhen (hereinafter called "the Premise") with 5 storeys and a total floorage
of 1144 m2. The house
owner is: Shenzhen Sha Jing Sha Yi Share-cooperative Company. House Ownership
Certificate number or other proof of ownership number: [/]. 



	
    
    Real Estate Lease Agreement




Article 2 



The monthly rental fee of the Premise is RMB12 (twelve) Yuan per square meter
and the total monthly rental fee is RMB 13,728 (thirteen thousand seven hundred
and twenty eight) Yuan. 


Article 3 



Party B shall pay the rental fee for the first month before 10th,
October 2006, totally RMB 13,728 (thirteen thousand seven hundred and twenty
eight) Yuan. 


Article 4 


Party B shall pay the rental fee to Party A prior to the 5th
day of each month. Party A shall issue a taxed invoice to Party B upon the
collection of the rental fee. 


Article 5 


The lease term of the Premise shall start on the 15th,
October 2006 and ending on the 15th, October 2010. 

The lease term
stipulated in this article shall not extend the approved land use period. The
period beyond is inefficacy. The loss caused shall be compensated according to
the agreement and if there is no agreement on this, Party A shall be liable for
the loss. 


Article 6 


Usage purpose of the leased property shall be industrial usage. 

If Party B uses the
leased house for other purposes, Party B shall get a written consent from Party
A and shall go through the approval formalities for such changes according to
the provisions of relevant laws and regulations. 


Article 7 


Party A shall hand over the rental unit to Party B by [/] and
conduct relevant formalities. If Party A cannot hand over the rental unit by the
above said day, Party B has the right to extend the rental term accordingly.
Both parties should sign written confirmation accordingly and go through the
approval or registration formalities. 


Article 8 


Upon handing over the rental unit, both parties shall confirm the condition at
that time of the rental unit and its subsidiary properties, which shall be
listed in the Supplementary Agreement. 


Article 9 


Upon handing over the rental unit, Party A may collect a deposit
guarantee equivalent to the amount of 2 (two) months rental that is RMB 27,456 (RMB
twenty seven thousand four hundred and fifty six) Yuan. 

Party A shall issue a
receipt to Party B upon the collection of the deposit. 

Party A shall return
the deposit guarantee to Party B according to clauses defined in this Contract
and the supplementary agreement. 

Party A shall not
return the deposit guarantee to Party B according to clauses defined in this
Contract and its supplementary agreement. 


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    Real Estate Lease Agreement




Article 10 


During the lease period, Party A shall be responsible for paying the house tax,
relevant land use fee and management fee. Party B shall be responsible for
paying the charges concerning the use of water and electricity, hygiene, house
management fee etc. 


Article 11 


Party A shall guarantee that the Premise and the facilities meet the
requirements of Party B’s lease purpose in compliance with the provisions and
requirements of relevant laws, rules or regulations. 

Party B shall have
rights to claim compensation from Party A for any loss of property or personal
injury due to the fault of Party A deliberately or negligently. 


Article 12 


Party B shall use the Premise and facilities properly and legally; Party A
should not hinder Party B’s normal use of the Premise. 


Article 13 



In case any damage or breakdown occurs to the leased house or the facilities not
due to the misconduct of Party B, which may cause safety risks or influence the
normal usage of the Premise or the facilities, Party B shall notify Party A in
time to take effective measures to prevent the progress of such damage. Party A
shall repair the damage in [/] day upon receiving the notice, or request Party B
to repair the damage on behalf. If Party B was unable to inform Party A of such
damage or Party A refuses to repair the damage with above mentioned time frame,
Party B can repair it instead after acquiring the verification from the lease
contract registration authority. 

In case of emergency,
Party B shall repair the damage on behalf of Party A immediately and inform
Party A in time. 

Any expense incurred
in such circumstances as mentioned in the above two sub-clauses (including the
expenses occurred to Party B for the repairing or any action to prevent the
progress of such damage) shall be borne by party A. Party B shall take the
additional repairing expenses of extra damage incurred due to its failure of
abiding by the above two sub-clauses or failure of notification to Party A in
time. 


Article 14 



If any damage or breakdown occurs to the house or the facilities therein due to
Party B's improper or unreasonable use, Party B shall repair the damage without
delay or make up for the losses. If Party B refuses to maintain or compensate
for the losses, Party A may carry out the repair instead after acquiring the
verification from the contract registration authority with the expenses borne by
Party B. 


Article 15 


During the valid term of this Contract, if Party A or Party B
needs to transform, expand or decorate the leased house, both parties shall
enter into a separate written agreement for this purpose. 

In such case, the
project shall start after the approval from government authorities is
obtained according to the government regulation for the above situations. 



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    Real Estate Lease Agreement




Article 16 

Party B
shall not sublease whole or part of the leased house to the third party during
the term of lease. 


Article 17 


If, during the valid term of the contract, Party A believes
necessary to assign part or whole of the leased house, Party B should be
informed one month earlier. Party B has the right of preemption under equal
conditions. 

Party A shall
guarantee to inform the assignee to continue to implement this Contract when the
house is assigned. . 


Article 18 


During the valid term of the contract, if any one of the following cases occurs,
the contract will be automatically terminated or altered: 

(i) 


Force majeure events happen, making it impossible to carry out this Contract;


(ii) 


The leased house needs to be demolished because of the government expropriation
of the land on which the leased house rests; 

(iii) 


Agreement from both parties. 


Article 19 


Under one of the following circumstances, Party A has the right
to keep the deposit and ask from Party B for loss compensation. 

(i) 


Party B fails to pay the rental for a period of more than [/] days; 

(ii) 


Party B fails to pay all the charges mentioned up to an amount of [/]; 


(iii) 


Party B uses the leased the Premise illegally and infringes the interest of the
public or the third party; 

(iv) 


Party B changes arbitrarily the usage of the leased house; 

(v) 


Serious damage occurs to the house or facilities due to Party B's failure to
bear maintenance responsibilities or to pay the maintenance costs under Article
14; 

(vi) 


Party B decorates the leased house without the written consent of Party A and
the approval of relevant authorities; 

(vii) 


Party B subleases the leased house to the third party without consent of Party
A. 

Party A has the right
to terminate the contract or change the contract articles, apart from the claims
for the compensation and liabilities for breach of contract. 


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    Real Estate Lease Agreement




Article 20 


Under any one of the following conditions, Party B has the right to claim from
Party A for loss compensation, or request double amount refund of deposit
guarantee, or acquire a liquidated damage equal to [/]: 

(i) 


Party A delays the handover of the leased house for over [/] days; 

(ii) 


Party A's breaches the Article 11(i) of this Contract making it impossible for
Party B to continue to use the leased house for its original purpose; 


(iii) 


Party B is made unable to continue to lease the house due to Party A's failure
to maintain the house or pay the maintenance expenses under Article 13 of this
Contract; 

(iv) 


Party A transforms, expands or decorates the leased house without the consent
form party B and the approval from relevant authorities. 

Party B has the right
to terminate this Contract (with a written confirmation to Party A after
obtaining the compensations and hand over the leased house to Party A), or
change the contract articles, apart from the claims from Party A for the
compensation and liabilities for breach of contract. 

Party B shall not pay
any rental fee until compensated by Party A since Party A receives such notice.



Article 21 


Party B shall move out of the leased house on the date of termination of this
Contract and return the house to Party A. Party B shall ensure the leased house
and facilities in good condition (except fair wear and tear) and settle all the
expenses and complete handover procedure. 

If Party B does not
leave or return the leased house after the lease expiry, Party A has the right
to take back the leased house and ask for the double rental fee for the expiry
period. 


Article 22 


Upon the termination of this Contract, if Party B wants to renew the lease of
the Premise, it shall submit a renewal application to Party A three months
before the termination of this Contract. If Party A desires to continue to lease
the house, Party B has the priority to rent the said house under equal
conditions. 

Both Parties shall
enter into a new contract if they reach an agreement on the lease renewal and
shall get the new contract re-registered at the contract registry. 


Article 23 

Both
parties shall perform this Contract properly, for any breach of the Articles
herein by either Party; the Party shall undertake relevant liability of breach
of contract according to this Contract. 


Article 24 

Both
parties can state other matters by supplementary agreement to this Contract,
which will have the same legal effect as this original Contract upon signature
and stamping by both Parties. 



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    Real Estate Lease Agreement




If both parties enter
into an alteration agreement during the leasing term, it should be recorded in
the registration authorities. The agreement shall have the same legal effect as
this original Contract after the registration. 


Article 25 

In case any
dispute occurs during the term of this Contract, the dispute shall be settled
through amicable consultations. Otherwise the case may be referred to the
registration authority of this Contract for mediation. In case of mediation
failure, it may be submitted to the Shenzhen Arbitration Commission for
arbitration. 


Article 26 


This Contract shall come into force from the date of execution. 

This Contract shall
be registered in the registration authority within 10 (ten) days from the date
of execution. 


Article 27 

The Chinese
version of this Contract shall be the original. 


Article 28 


This Contract is made in quadruplicate, and two copies for Party A and one copy
for Party B and one copy for government house lease registration authority.


Party A: Shenzhen Sha Jing Sha Yi
Share-cooperative Company (Seal & Signature) 

Legal person: 

Contract telephone: 

Bank account: 

Entrusted agent: P (Seal & Signature) 

Party B: Shenzhen Sheng Tai Industrial Co.,
Ltd. (Seal & Signature) 

Legal person: 

Contract telephone: 

Bank account: 

Entrusted agent: P (Seal & Signature) 

Registered by:(Seal & Signature) 

Contract Registration Authorities: (Seal and
signature) 


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