Unassociated Document


     

    Exhibit
      10.23

    
 

    Land
      Development
      Agreement

    (English
      Translation)

     

     

    Note:
      This is an English translation of an agreement originally drafted in Chinese,
      and accordingly this translation is not legally effective or binding on the
      parties. This translation is being furnished for disclosure purposes.


     

     

    Party
      A:  Jiangsu
      Ever-Glory International Group Corp.

    


    Party
      B:  Nanjing
      Goldenway Garment Co., Ltd.

     

     

    RECITALS

    


    In
      view
      of that Party A has obtained the land use rights in the Jiangning Economical
      and
      Technical Development Zone, in the spirit of impartiality, free-will, and
      reciprocity, Party A and Party B are entering into this agreement regarding
      the
      construction of production facilities on the land in which Party A holds rights.
      

     

     

    AGREEMENT

    


    Article
      One

    


    To
      cooperatively build workshops on the land using Party A’s land use rights, which
      include 10 mu
      of land
      in the said Development Zone, Party A promises to provide the land use rights
      to
      Party B without impairment or holdback of such rights, and Party B will
      construct production facilities on the land, and provide all funding for such
      construction. The construction is to be carried out by Party B according to
      applicable civil engineering codes, laws and regulations, with a comprehensive
      blueprint including the building structure, standards, function and quality.
      Party B shall apply for and obtain use rights for the newly constructed facility
      for a 30 year period. Party A has the right to supervise the
      construction.

    


    Article
      Two

    


    The
      facilities will consists of two floors, with a total floor area of 4,000 square
      meters, which is subject to the ratification of relevant government
      authorities.

    


    Article
      Three

    


    Party
      A
      will complete the leveling of the land by end of May of 1996, and Party B
      complete the construction work by end of December of 1996.

    


    Article
      Four

    


    When
      the
      construction passes applicable inspections, Party B shall make application
      to
      obtain land use rights and a property ownership certificate from the applicable
      government authorities, and shall pay the relevant fees and taxes.

    


    Article
      Five

    


    The
      two
      parties confirm that after the construction is completed Party B, and Party
      B
      uses the building for 20 years free of any lease or other payments to Party
      A,
      Party B shall transfer its rights to the newly constructed facilities to Party
      A
      (who shall acquire the remainder of any use rights to the facility) without
      condition upon the expiration of this period, and agrees to undertake all
      formalities required in order to make the transfer of rights effective. Party
      B
      agrees that while using and occupying the building, Party B will ensure the
      integrity of the building and prevent damage to the property, and will assume
      responsibility for maintaining the facilities to prevent extraordinary wear
      and
      tear. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
Article
      Six

    


    During
      the period the building is used, in case of a land requisition or building
      relocation is requested by the government, if payment by the government is
      made
      to Party A, Party A agrees to pay Party B an amount equal to the cost of
      construction. In such instance, Party A will be the recipient of all payment
      from the government, and Party A will promptly pay Party B the amounts agreed
      above. 

    


    Article
      Seven

    


    When
      using the constructed building Party B agrees to abide by relevant laws,
      regulations and social ethics of the People’s Republic of China, and act
      consistently with the protection of community utilities and the public
      interest.

    


    Article
      Eight

    


    This
      agreement is the entire agreement between the parties. The parties agree to
      negotiate in good faith and agree on any issues not addressed in this agreement.
      

    


    Article
      Nine

    


    This
      agreement is made into two copies with one held by each party and takes effect
      from the date it was signed.

    


    


    
      	 	
              Party
                A: (seal)

              


              /s/
                Jiangsu Ever-Glory International Group Corp.

              


              March
                1, 1996

              


               

               

              Party
                B: (seal)

              


              /s/
                Nanjing Goldenway Garment Co., Ltd.

              


              March
                1, 1996