Unassociated Document


    
Exhibit
      10.24

     

    Lease
      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. 

    


    


    Lessor
      (Party A): Jiangsu Ever-Glory International Group Co. 

    


    Lessee
      (Party B): Nanjing New-Tailun Garments Co., Ltd. 

    


    


    Whereas,
      in accordance with the rules and regulations stipulated in the Contract Law
      of
      the People's Republic of China, the parties are freely entering into this
      agreement regarding the land and building leased by Party A to Party B, and
      the
      parties have prepare this agreement through negotiations mutual agreement,
      in
      order to define rights and obligations of both parties under the lease.


    


    Article
      One

    


    Party
      A
      represents that all the buildings leased are owned by Party A in conformity
      with
      national regulations concerning building ownership. 

    


    Article
      Two

    


    Location,
      Acreage, Decoration, and Facilities 

    


    
      	
              1.

            	
              Party
                A agrees to lease the plot of land and the buildings on the plot
                to Party
                B, which is located at No. 58 Chenling Road, Shangfang Township,
                Jiangning
                District, Nanjing. 

            


    

    


    
      	
              2.

            	
              The
                National Land Rights Certificate for this plot is numbered Jiangning
                National Rights 2004 Number 0020, and encompasses an area sized 8053.33
                square meters, and a floor area of 10,000 square meters (subject
                to Party
                A's measurements). 

            


    

    


    Article
      Three

    


    Party
      B
      is required to show its identity certificate. The two parties shall have the
      certificates of each other copied for future reference. 

    


    Article
      Four

    


    Term
      and
      Purpose of the Lease 

    


    
      	1.	
              The
                term shall be for 2 years commencing from April 1, 2006 and ending
                March
                31, 2008. 

            


    

    


    
      	2.	
              Party
                B promises to Party A that the buildings shall only used for office
                purposes. 

            


    

    


    
      	
              3.

            	
              Upon
                expiration of the term, Party A has the right to recover possession
                of the
                building, and Party B agrees to return possession in a timely manner.
                

            


    

    


    
      	
              4.

            	
              If
                the parties wish to extend the term of this lease, Party B should
                give
                Party A three-months' notice before the expiration, and this lease
                contract shall be renewable upon consent by Party A.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      Five

    


    Rent
      and
      Payments 

    


    
      	
              1.

            	
              Yearly
                rent of the land and buildings is RMB 200,000 (Two Hundred Thousand
                RMB
                Yuan). 

            


    

    


    
      	
              2.

            	
              The
                rent shall be paid in the following manner: Party B will pay annual
                rent
                applicable for the year on April 10 of such year, and promises to
                properly
                maintain the building and use it (walls, floors and windows, etc.)
                in a
                reasonable manner. 

            


    

    


    Article
      Six

    


    Party
      B
      shall pay fees and utilities related to operation of the building during the
      lease term including: water expenses, electricity charges, estate maintenance
      and related expenditures. 

    


    Article
      Seven

    


    Maintenance
      and Usage of the Building 

    


    
      	
              1.

            	
              During
                the term of lease, Party B promises to ensure the safe use of the
                building, and bears the responsibility of repairing the buildings
                and all
                the facilities if and when they require repair. If the repairing
                necessitates cooperation from Party A, Party B will give Party A
                seven-days’ advance notice and Party A agrees to actively cooperate.
                

            


    

    


    
      	
              2.

            	
              Party
                A shall use the leased premises in a reasonable manner. If any damage
                should occur that is caused by improper usage, Party B shall repair
                the
                facilities immediately or make a timely and appropriate compensation
                to
                Party A. Any alterations of the interior structure, decor, or installation
                of any equipment or fixtures within the building, shall require approval
                in writing from Party A prior to buildout in relation to the designed
                scale, construction scope, process and material. Upon expiration
                of the
                lease term or termination of the lease due to Party B's violation
                of any
                term of this lease, except as provided by written agreement made
                by both
                parties, Party A shall have the right to do any the following:
                

            


    

    


    
      	
            	(1)	
              take
                possession and ownership of any modifications to the premises, including
                décor, improvements, fixtures, etc.;


            


    

    


    
      	
            	(2)	
              have
                the building restored to its previous condition by Party B;
                

            


    

    


    
      	
            	(3)	
              charge
                Party B for the cost of restoring the premises to its original state
                prior
                to the modifications made by Party B.


            


    

    


    
      	
              3.

            	
              The
                fixtures and equipment installed by Party B which can be removed
                (such as
                air conditioners) shall be removed by Party B. However, any materials
                which cannot be removed (such as floors, tiles, partitions) shall
                be taken
                over by Party A. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      Eight

    


    The
      Transfer and Sub-lease of the Land and Buildings 

    


    
      	
              1.

            	
              During
                the term of lease, Party A has the right to transfer the land and
                building
                according to the required legal formalities and after the transfer,
                this
                contract shall continue to be effective as between the new owner
                and Party
                B. 

            


    

    


    
      	2.	
              Without
                Party As consent, Party B is not allowed to sub-lease the premises
                to any
                third party. 

            


    

    


    
      	
              3.

            	
              In
                case Party A sells the property, Party A shall give Party B two months
                notice in advance. Party B shall have a right of first refusal to
                purchase
                the land and buildings on the same terms and conditions as it is
                proposed
                to be sold by Party A. 

            


    

    


    


    Article
      Nine

    


    Modification,
      Dissolving, and Termination of the Contract 

    


    
      	1.	
              The
                two parties can modify or terminate the contract through negotiations.
                

            


    

    


    
      	2.	
              If
                Party A assigns this agreement to another party, Party B has the
                right to
                dissolve the contract if: 

            


    

    


    
      	
            	(1)	
              the
                new party to this agreement fails to provide the land and buildings
                or
                those provided are not up to the contracted conditions and seriously
                affects normal usage. 

            


    

    


    
      
        	
              	(2)	
                the
                  new party fails to do its duty in repairing the buildings and this
                  seriously affects normal usage.


              


      

    

    


    
      	
              3.

            	
              During
                the lease term, Party A has the right to dissolve the contract and
                repossess the leased buildings if any of the following actions are
                taken
                by Party B: 

            


    

    


    (1)
      Party B sub-leases or lends the leased buildings without Party A's written
      permission. 

    


    (2)
      Party B demolishes or changes the structure of the buildings without Party
      A's written permission. 

    


    (3)
      Party B causes damage the leased buildings, and fails to repair such damage
      within a reasonable period provided by Party A. 

    


    (4)
      Party B uses the buildings in a way other than that stipulated in this
      agreement without Party A's written permission. 

    


    (5)
      Party B uses the leased buildings to store perilous goods or have illegal
      activities in it. 

    


    (6)
      Party B delays the payment of fees and expenses stipulated in this
      agreement. 

    


    (7)
      Party B is more than one month delinquent with the payment of rent due.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              For
                an extended term, Party B shall give Party A written notice three
                months
                in advance of the expiration. In case Party A continues to lease
                the
                buildings, Party B shall have a right of first refusal to obtain
                a lease
                from Party A under same terms and conditions.


            


    

    


    
      	
              5.

            	
              This
                lease automatically terminates upon the expiration date unless extended
                according to the terms of this agreement.


            


    

    


    
      	6.	
              This
                lease shall terminate if it cannot be implemented due to a force
                majeure
                event. 

            


    

    


    Article
      Ten

    


    Examinations
      Upon Repossession of the Leased Property 

    


    
      	1.	
              Party
                A shall inspect the premises to ensure that the building is in a
                normal
                usable state. 

            


    

    


    
      	
              2.

            	
              The
                two parties collectively shall take part in the examination and
                inspection, and shall agree on issues such as decoration, hardware
                and
                facilities. 

            


    

    


    
      	
              3.

            	
              Party
                B shall turn over possession of the buildings and facilities to Party
                A
                upon the expiration of this agreement.


            


    

    


    
      	
              4.

            	
              Upon
                the above turn-over of possession, Party B shall maintain the buildings
                and facilities in good condition, and shall not leave any articles
                in it
                or do anything to adversely affect the building's normal usage. Party
                A
                has the right to dispose of anything left by Party B without the
                approval
                of Party A. 

            


    

    


    Article
      Eleven

    


    Responsibilities
      in the Event of Default by Party A 

    


    
      	
              1.

            	
              If
                this agreement is terminated due to Party As failure to provide the
                land
                and building stipulated in this agreement, Party A shall be obligated
                to
                pay Party B 20% of the total amount of this agreement as a penalty.
                In
                addition, Party A shall compensate Party B for any losses suffered
                by
                Party B as a result of such failure.


            


    

    


    
      	
              2.

            	
              If
                Party A breaches the agreement and repossess to the land and buildings
                prior to the termination or expiration of this Agreement, Party A
                shall
                pay Party B 10% of the total amount of this agreement as a penalty.
                If
                this payment does not sufficiently compensation Party B for the actual
                losses sustained by Party B, Party A shall have the responsibility
                of
                compensating Party B by any means necessary in order to make Party
                B
                whole. 

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      Twelve

    


    Responsibilities
      in the Event of Default by Party B 

    


    
      	
              1.

            	
              During
                the lease term, Party A has the right to dissolve the agreement and
                repossess the leased buildings in the event that Party B takes any
                of the
                following actions. Party B shall pay 10% of the total amount of this
                agreement to Party A as a penalty. If this payment cannot make up
                for the
                actual losses suffered by Party A, Party B shall have the responsibility
                of compensating Party A by any means necessary in order to make Party
                A
                whole. 

            


    

     

    
      	
            	(1)	
              Party
                B sub-leases or lends the leased buildings without Party A’s written
                permission. 

            


    

    


    
      	
            	(2)	
              Party
                B demolishes or changes the structure of the buildings without Party
                A’s
                written permission. 

            


    

    


    
      	
            	(3)	
              Party
                B unilaterally dissolves this agreement without Party A’s written
                permission. 

            


    

    


    
      	
            	(4)	
              Party
                B uses the buildings in a way other than that stipulated in this
                agreement
                or conducts illegal activities in it.


            


    

    


    
      	
            	(5)	
              Party
                B fails to pay rent timely for over one month.


            


    

    


    
      	
              2.

            	
              For
                every day of overdue payment by Party B, Party B should pay a penalty
                of
                two times of the amount calculated as daily rent.
                

            


    

    


    
      	
              3.

            	
              Upon
                expiration of the contract, Party B shall return possession of the
                building in a timely manner. For every day of the delay of repossession
                of
                the property, Party B should pay find five times of the amount calculated
                as daily rent. 

            


    

    


    Article
      Thirteen

    


    Exemption
      from Liabilities 

    


    
      	
              1.

            	
              In
                the event this contract cannot be fulfilled and any losses are sustained
                by either of the parties due to a force majeure event, Party A and
                Party B
                shall not have any obligations the other party for any resulting
                losses.
                

            


    

    


    
      	
              2.

            	
              In
                the event that any demolition or rebuilding of the leased properties
                is
                required by government action, neither party shall have any liability
                to
                the other party for resulting damages.


            


    

    


    
      	
              3.

            	
              In
                the event the agreement is terminated due any of the above-mentioned
                causes, the rent shall be calculated by actual length of time when
                the
                property is used, and for any deficient month, the rent is calculated
                day
                by day, with credit back for any surplus and charge back for any
                deficiency. 

            


    

    


    
      	
              4.

            	
              Force
                Majeure means a disruptive event or condition which is unforeseen
                and
                beyond the reasonable control of the parties.


            


    

    


    Article
      Fourteen

    


    This
      agreement may be amended or supplemented in writing signed by both parties.
      Any
      supplementary clauses appended to this agreement shall form a part of this
      agreement, and shall be enforceable as such. 

    


    Article
      Fifteen

    


    Dispute
      Resolution

    


    All
      disputes in connection with this agreement or the execution thereof shall be
      settled through amicable negotiations by the contracting parties. If no
      settlement can be reached through negotiations, the case may then be submitted
      as a lawsuit to the People's Law Court in the jurisdiction in which Party A
      is
      located. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      Sixteen

    


    This
      agreement takes effect when both parties execute and deliver it with each
      parties’ respective corporate seal. 

    


    Article
      Seventeen

    


    This
      agreement and its attachments have been executed in multiple counterparts,
      and
      each counterpart shall have equal force and effect as if it were an original.
      

     

     

    


    
      	Lessor (Party A): 	
              Jiangsu
                Ever-Glory International Group Co. 

              


              (seal)

            
	
               

               

            	 
	Lessee (Party B): 	
              
                Nanjing
                  New-Tailun Garments Co., Ltd. 

                 

                (seal)