English Translation of
Chinese Language Document

      
         

        
          

        

      


     

    Exhibit
10.31

    


    Assignment
State Land Use Right Contract

    Contract
No. Jindihe [2007] Qingxiezi No. 531


    


    (Applicable
to the Industrial Project Land without Financially Labeling Price)

    


    CHAPTER
I       General Provisions

    Article 1
This Agreement is signed by and between:

    


    Assignor:
Bureau of Land and Resources of Jinjiang  City, Fujian Province, P R
China

    Land
Use Right Owner: Guanwei (Fujian) Electronic Technology Co Ltd

    


    In
accordance with the Land Administration Law, Order of the President, Contract
Law and other administrative regulations, local laws and regulations in the
People’s Republic of China and adhering to the principle of equality,
willingness and for the mutual benefit, the two parties agree to sign this
Contract.

    


    Article 2
The Assignor transfers the land use rights in accordance with the authorization
by the law. And property rights of the land shall be owned by the People’s
Republic of China, who has the jurisdiction and executive power authorized by
constitution and law, and other rights administered by the State in accordance
with the laws of the People’s Republic of China, as well as the rights and
benefits necessary for interests of the general public.

    


    CHAPTER
II      Delivery of Land Use Rights and Payment of
Fees

    Article 3
The land is located at the Houlin Community, Luoshan Street, the Land No. is
___/__. The land covers an area of (in words)_TWENTY EIGHT THOUSAND SIX HUNDRED
AND EIGHTY EIGHT square meters (in numbers: 28,688 square meters) which will be
paid by installments.

    


    Article 4
The land is to be used for industrial purposed only.

    


    Article 5
The Assignor agrees to deliver the land use rights to the Land Use Right Owner
before July 30th 2007, and the Land Use Right Owner agrees to make
sure that the delivered land can reach the conditions specified in the following
Section (III) of this Article.

    


    Article 6
The term of the land use right stipulated in this Contract is 50 years, from
June 29, 2007 to June 28, 2057.

    


    Article 7
The land use right transfer fees under the Contract is RMB (in words) ONE
HUNDRED AND NINETY THREE POINT THREE FIVE Yuan (in numbers: 193.35 Yuan) per
square meter, so the total fee is RMB (in words) FIVE MILLION FIVE HUNDRED FORTY
SIX THOUSAND EIGHT HUNDRED AND TWENTY FIVE Yuan–(RMB5,546,825
Yuan), excluding city construction costs and title deed tax.

    


    Article 8
Within   /   days after the Contract signed by
both Parties, the Land Use Right Owner shall pay RMB (in
words)     /     Yuan, (in
numbers     /    Yuan) to the
Assignor as the deposit of contract performance, which shall be retained as the
land use right transfer fee.

    


    Article 9
The Land Use Right Owner agrees to pay the above mentioned land use right
transfer fee to the Assignor in accordance with Section (I) under this
Article.

    


    Within 60
days from June 29th 2009, the land use right transfer fees above shall be paid
all at once.

    The land
use right transfer fees above shall be paid to the Assignor with the following
dates and amounts
in     /     installments.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      English Translation of
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    The first
installment: RMB (in
words)       /     Yuan,

    (in
numbers  /  Yuan). Time of payment:
before       /    .

    The
second installment: RMB (in
words)       /     Yuan,

    (in
numbers   /   Yuan). Time of payment:
before      /    .

    The   /   installment:
RMB (in
words)       /     Yuan,

    (in
numbers    /   Yuan). Time of payment:
before      /    .

    When the
Land Use Right Owner pays the transfer fees in installments, he shall pay the
Assignor corresponding interest according to bank lending rates over the same
period from the second installment on.

    


    CHAPTER
III     Development, Building and Utilization of
Land

    Article
10            
Within 30 days from the effectiveness of this Contract, both parties shall
verify all markers .The Land Use Right Owner shall properly protect land
boundary markers, and shall not remove them without government authorization;
once the boundary marker is destroyed or removed, the Land Use Right Owner shall
immediately submit a written report to the Assignor, apply for re-measurement of
the boundary and restore boundary markers.

    


    Article
11             New
buildings under this Contract shall meet the following
requirements:

    


    Property
of main building:     Plant and supporting
facilities      ;

    Property
of attached
buildings:                  /             ;

    Building’s
floor area
ratio:                   ≤2.5            ;

    Building
density:                          ≤40%           ;

    Building’s
height
limit:                        /             ;

    Green
ratio:                              ≥30%           ;

    


    In
addition to performing the above specifications, the Land Use Right Owner agrees
that the floor area ratio for the premises shall not be less than 1.0, and the
building coefficient shall not be less than 30%.

    


    Article
12             The
Land Use Right Owner agrees that the area of land used for business office and
living facilities within the premises shall not exceed 7% of the land, that is,
not exceed 2,008 square meters (if the area for office and living facilities
cannot be calculated separately, the apportioned area, which is calculated based
on the ratio of the area for office and living facilities to the total building
area, shall be used instead). The Land Use Right Owner shall not build
non-production facilities such as residential block, apartment, hotel,
guesthouse, training center, etc. on the land.

    


    Article
13             Any
change of the land use parameters as specified in Article 11 and Article 12
shall be approved from the planning authorities and the Assignor, and shall
compensate for the changes in the amount the Assignor calculate and
require.

    


    Article
14             If
the Land Use Right Holder requests to change the purpose of the land use as
specified in the Contract, the parties agree:

    


    The
Assignor shall reclaim the land use right and enter into a new transfer in
accordance with the law.

    Prior
approval by the planning authorities and the Assignor shall be obtained and the
approving procedures for the change in land use purpose and land use conditions
shall be  in compliance with relevant laws and regulations; the Land
Use Right Holder shall pay penalty for the change of the land use right based on
the difference in the market price of the land , in light of the old and new
land use conditions; Followed by the change, a new contract shall be signed to
replace the old contract and a new registration shall be filed with the local
government.

    


    Article
15             The
Land Use Right Holder agrees that the fixed asset investment of the project on
the premises under this Contract shall not be less than USD 15,000,000; unit
land area investment intensity shall not be less than RMB 24,900,000; the
project fixed asset investment includes the buildings, structures, equipment
investment and land price.

    


    The Land
Use Right Holder shall apply to the Assignor for performance check with valid
capital investment certification within 60 days after the project
completes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      English Translation of
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    Article
16             The
Land Use Right Holder agrees to build the following buildings within the scope
the premises under this Contract and these buildings will be transferred to the
government free of charge after they are completed:

               None        ;

               None        ;

               None        ;

    


    Article
17             The
Land Use Right Holder agrees that the construction starts before December 31,
2008 and shall complete for production before December 31, 2010 (with the
exception of cases of force majeure).

    


    In case
that the construction cannot be started on schedule, the Land Use Right Holder
shall make application of construction postponement to the Assignor 30 days in
advance; the project completion date and the completion acceptance inspection
application date can be accordingly postponed based on the agreed construction
postponement date, but the postponement shall not exceed one year for each
application.

    


    Article
18             The
government shall provide and the Land  Use Right Holders agree the
access or pipelines of water, gas, power and other facilities to be connected to
the land during the land use right period.

    


    Article
19            
Within 30 days after accepting the land registration application, the Land Use
Right Holder shall request the Assignor to register and obtain the State-owned
Land Use Right certificate and the Assignor shall follow the procedures to
transfer the land use right and send the certificate to Land Use Right
Holder.

    


    Article
20             The
Land Use Right Holder must use the land in a lawful and reasonable manner, and
all the activities on the transferred premises shall not impair or destroy the
surrounding environment or facilities; for any loss suffered by the country or
any other person, the Land Use Right Holder shall be liable for
compensation.

    


    Article
21            
Government reserves the right to adjust urban planning of the premises under
this Contract; if the original land use plan is changed, the existing buildings
on the premises shall not be affected; however, in case that the buildings and
attachments are under alteration, renovation, or reconstruction within the use
limit or the application for renewal is under way when the use limit expires,
the effective plan at the time shall be implemented.

    


    Article
22             The
Assignor shall not withdraw the land use right legally obtained by the Land Use
Right Holder before period of the land use right expires.

    


    CHAPTER
IV    Transfer, Lease and Mortgage of Land Use
Rights

    Article
23            
Obtaining the Certificate for Use of State-Owned Land and obtained the
transferred land use rights in accordance with the Contract, the Land Use Right
Holder shall have the right to transfer, lease or mortgage partial or whole land
use rights under this Contract.

    


    Article
24             All
the parties involved in the transfer or mortgage of the land use right shall
reach and sign a transfer/mortgage contract. A leasing contract shall be signed
if the leasing period exceeds six months.

    The
contract for transfer/mortgage/lease of land use rights shall not violate
national laws and regulations as well as this Contract.

    


    Article
25             Once
land use rights are transferred, the rights and obligations specified in the
Contract and registration documents shall be transferred to the Land Use Right
Holder.

    


    Article
26             When
land use rights are transferred/mortgaged/leased, ground buildings and
facilities shall also be transferred/mortgaged/leased.

    


    Article
27             The
transfer/lease/mortgage of the land use rights shall report to the local land
administration.

    


    CHAPTER
V      Expiring of Period

    Article
28             If
the Land Use Right Holder applies to renew the land use right one year before
the expiration date of the Contract, Assignor shall consent unless for reasons
of compelling public interests.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
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    Article
29             If
the application of renewal of the land use right is rejected due to the reason
stipulated in Article 28, the Land Use Right Holder shall return the Certificate
for Use of State-Owned Land, while the Assignor shall withdraw the land use
rights on behalf of the State cancel the registration of land use
rights.

    


    Article
30             If
the Land Use Right Holder does not apply for renewal of the land use right, the
Assignor shall withdraw the land use rights, ground buildings and other
accessories under this Contract for free on behalf of the State, while the Land
Use Right Holder shall be obliged to maintain the conditions of the
infrastructures of the land.

    


    Article
31             If
the application of renewal of the land use right is rejected due to the reason
stipulated in Article 28, the Land Use Right Holder shall return the Certificate
for Use of State-Owned Land, while the Assignor shall withdraw the land use
rights on behalf of the State cancel the registration of land use rights. But
the Assignor shall compensate for the Land Use Right Holder based on the market
price of the ground buildings and other infrastructures.

    


    CHAPTER
VI    Force Majeure

    Article
32             The
two parties shall not be obliged for partially or totally failed performance of
the Contract caused by force majeure, but shall take all necessary remedial
measures when conditions allow, to reduce the losses caused by force majeure.
When force majeure happens after one Party delays the performance, he shall not
be relieved of responsibility.

    


    Article
33             The
Party suffering from force majeure shall notify the other party of the event
within 72 hours via the written form including letter, telegraph, fax, etc, and
submit a report with reasons for partially or totally failed performance or
delayed performance of the Contract to the other party within 15 days after the
date of the event.

    


    CHAPTER
VII             
 Default Liability

    Article
34             The
Land Use Right Holder must pay fees for transfer of land use rights on time
according to this Contract. If the Land Use Right Holder fails to pay fees for
transfer of land use rights on time, he shall pay the Assignor 1‰ of the delayed
payment as late fees per day from the overdue day.

    


    Article
35             The
Assignor shall provide the transferred land on time according to the Contract.
If the Land Use Right Holder’s possession of the land under this Contract is
delayed for the reason that the Assignor fails to provide the transferred land
on time, the Assignor shall pay the Land Use Right Holder 0.5‰ of the fees for
transfer of land use rights already paid by the Land Use Right Holder as a
penalty on every delay day.

    


    Article
36             The
Land Use Right Holder shall start the development construction in accordance
with this Contract. The following condition will be deemed as land idling, and
the Assignor has the right to request the Land Use Right Holder for idle land
fees: the development is not started over one year after the due start date, or
the area of the actual developed land accounts for less than one third of that
of the specified developed area, or the real investment amount accounts for less
than 25% of the total amount, and there is no approval for one-year continuous
suspension for construction from the County Government or the administrative
department of land and resources.

     

    
      The
Assignor and the Land Use Right Holder agree that, idle land fees of the land
under the Contract shall account for 5% of the total fees for transfer of the
land use rights, namely RMB TWO HUNDRED SEVENTY SEVEN THOUSAND THREE HUNDRED
FORTY ONE (277,341 Yuan); when the development is not started over two years
after the due start date, the Assignor can withdraw the land for free, unless
the development is delayed by force majeure, by actions of the government or
government departments, or by the preparation work necessary for starting the
development.

    

     

    Article
37             It is
considered a breach of the Contract if the land delivered by the Assignor fails
to meet the land conditions agreed in this Contract. The Land Use Right Holder
has the right to require the Assignor to fulfill obligations according to the
regulated conditions, and to make compensation for the Land Use Right Holder’s
direct losses caused by delayed performance.

    


    Article
38             The
Land Use Right Holder shall pay the penalty under this Contract if it fails to
invest sufficient funds for construction as defined in Article 15 of this
Contract. The Assignor has the right to require the Land Use Right Holder to
continue fulfilling obligations according to the agreed conditions; the case
that the Land Use Right Holder fails to fulfill obligations shall be processed
as a breach of the Contract.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      English Translation of
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    Article
39             If
the Land Use Right Holder terminates the investment and construction of this
project for its own reason, the Assignor can terminate this Contract and request
to return the land, after the Assignor reports to and gets the approval from the
local administration office which originally approved the land transfer plan,
the Assignor can respectively return the overall or part of the land use right
transfer fee (excluding interest) except the deposit agreed in Article 8 of this
Contract according to the following agreement and different circumstances,
withdraw the land use rights, but make no compensation for built constructions
and structures within this land; the Assignor can also require the Land Use
Right Holder to restore the conditions before the transfer.

    (I)         
If the date when the Land Use Right Holder applies to the Assignor is not less
than 60 days before one year of the construction start date agreed in the
Contract, the Assignor shall return to the Land Use Right Holder the paid land
use right transfer fee after deducting the deposit;

    (II)         
If the date that the Land Use Right Holder applies to Assignor exceeds one year
but within not less than 60 days before two years of the construction start
date, after deducting the deposit agreed in Article 8 of this Contract and
levying land idle fee according to the Article 36 of this Contract, Assignor
shall return to the Land Use Right Holder the remaining paid land use right
transfer fee.

    


    Article
40             If
the Land Use Right Holder reduces the scale investment of the project due to its
own reason and causes some vacant construction land which can be divided and
reused for development and construction, the Land Use Right Holder shall apply
to the Assignor for returning relevant area of construction land 90 days before
the completion of this project. After the approval of the Municipal People’s
Government and the County People’s Government, the Assignor and the Land Use
Right Holder sign the Change Agreement of Land Use Right Transfer Contract, and
the Assignor withdraws the use right of corresponding land parts and returns the
corresponding land transfer fee of the withdrawn land after deducting the
corresponding percentage of deposit.

    


    Article
41             If
the Land Use Right Holder fails to start construction according to the agreed
date in Section 1 under Article 17 of this Contract or according to the
separately agreed delayed construction date in Section 2 under Article 17, the
Land Use Right Holder shall pay the Assignor penalty equivalent to 0.5‰ of the
total  land use right transfer fee.

    


    Article
42             If
Land Use Right Holder fails to finish the construction and apply for final
acceptance on the agreed date as stipulated in Article 1 of Article 17 of this
Contract or on the separately agreed delayed construction date stipulated in
Article 2, the Land Use Right Holder shall pay Assignor penalty equivalent to
0.5‰ of the total land-use right transfer fee.

    


    Article
43            
Within 60 days of the project final acceptance, the Land Use Right Holder shall
provide project final acceptance materials to the Assignor, and the Assignor
shall check the actual investment intensity, land use intensity and so on of
this land according to indexes such as amount of investment, investment
intensity and land use intensity agreed in Article 11, Article 12 and Article
15.

    It is a
breach of Contract if the actual investment intensity and land use intensity of
the Land Use Right Holder fail to meet the two Parties’ agreement, and the
Assignor has the right to charge penalty, and require the Land Use Right Holder
to continue fulfilling obligations.

    


    Article
44             If
the total project investment, fixed assets investment and investment intensity
of unit land use area fail to meet the agreed standard in Article 15 of this
Contract, the Assignor shall require the Land Use Right Holder to pay penalty
equivalent to the same proportion of land use right transfer fee.

    


    Article
45             If
any parameters or the density of the buildings don’t meet the standards
stipulated in Article 11 of this Contract, the Assignor shall require the Land
Use Right Holder to pay penalty equivalent to the same proportion of land use
right transfer fee.

    


    Article
46             If
any parameters or the density of the buildings don’t meet the standards
stipulated in Article 11 and Article 12 of this Contract, the Land Use Right
Holder shall pay the Assignor penalty equivalent to 5% of the land use right
transfer fee, but the Assignor shall voluntarily write down the cost in
associated with the greenaries and the facilities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

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    CHAPTER
VIII  Notification and Instruction

    Article
47            
Notification and communication required or permitted by this Contract shall be
effective from the date of reception.

    


    Article
48             If
one Party concerned changes notification, correspondence address or opening
bank, and account number, he shall inform the new address or opening bank, and
account number to the other Party within 15 days after the changes. Losses
caused by delayed information of either Party shall be the responsibility of the
Party in default.

    


    Article
49             The
Assignor has the obligation to answer the Land Use Right Holder’s questions in
connection with this Contract.

    


    CHAPTER
IX    Applicable Law and Dispute Resolution

    Article
50             The
formation, effect, explanation, performance and dispute resolution of this
Contract shall apply to the laws and regulations in the People’s Republic of
China.

    


    Article
51            
Dispute caused by fulfillment of this Contract shall be resolved by the two
Parties’ through friendly consultation,  local court or arbitration
commission.

    


    CHAPTER
X      Supplementary Articles

    Article
52             This
Contract is effective according to the regulations in Section (o) under this
Article.

    (o) The land transfer plan
under this Contract has already been approved by the City Government of Quanzhou
(QUAN ZHENG DI No. [2006] 790) and Jinjiang City People’s Government (JIN ZHENG
DI No. [2006] 893), and this Contract becomes effective since the date
signed.

    (o) The land transfer plan
under this Contract still needs to be approved by __  People’s
Government, and this Contract becomes effective since the date approved by __
People’s Government.

    


    Article
53             This
Contract is in five originals with the same legal effect: the Assignor and the
Land Use Right Holder each shall have two originals, and the remaining copy
shall file with Bureau of Finance of Jinjiang City.

    


    Article
54             The
total pages of this Contract and the attachment are__ , subject to the size of
the Chinese characters.

    


    Article
55             The
blank area of this  Contract shall be filled out with numbers or
words. Or otherwise, N/A applies.

    


    Article
56             This
Contract is signed on June 30th, 2007 at Jinjiang City, Fujian Province,
People’s Republic of China.

    


    Article
57             Both
the investment agreement and the supplement agreement between Guanwei Optical
Science and Technology Park and  Jinjing City Government of Fujian
Provinceshall have the same legal effect.

    


    Article
58            
Related issues not covered in this Contract shall be resolved by two Parties
through friendly consultation.

    


    
      	
              Assignor
      (Seal):

            	
              Land
      Use Right Holder (Seal):

            
	
              Land
      and Resources Bureau of Jinjiang City (Seal)

            	
              Guanwei
      (Fujian) Electronic Technology Co Ltd

            
	
              Add:
      Qingyangyingbin Road, Jinjiang

            	
              Add:
      Meiling shuanggou xiaban Industrial Zone, Jinjiang

            
	
              Legal
      representative (Entrusted agent)

            	
              Legal
      representative (Entrusted agent)

            
	
              (Signature):

            	
              (Signature):