Unassociated Document


    
      Exhibit
10.8

       

      Car
Exhibition Hall Lease Contract

       

      Party A
(the Leaser): Tianjin World Trading Bonded Automobile Distribution Center Co.,
Ltd

       

      Party B
(the Lessee): Tianjin Seashore New District Shisheng Business Trading Group Co.,
Ltd

      


      According
the Law on Contract of the People’s Republic of China and relevant laws and
regulations, and on the basis of equality and voluntariness, the two parties
hereby makes this Contract under which Party A agrees to lease the Car
Exhibition Hall it owns to Party B.

      


      1.           The
Subject of Lease

       

      Party A
agrees to lease to Party B the Car Exhibition Hall located at 129 Tianbao Road,
Tianjin Free Trade Zone as well as the surrounding ancillary facilities, and all
the indoor and outdoor parts on the east side of the dividing wall between the
Exhibition Hall and the Warehouse and the extensional line till the enclosure
walls on the north and the south. The property number of the Lease Subject is
150001067.

      


      The Lease
Subject is leased to Party B for the purpose of exhibition of cars and
auxiliaries as well as car related business. Party B shall obtain Party A’s
prior written consent if Party B wishes to change the function of the Exhibition
Hall. All application procedures necessary for change of the function shall be
processed by Party B as per concerned government requirements, and all costs and
expenses so occurred shall be borne by Party B.

      


      Party A
possesses the ownership and right of use of the Lease Subject, and declares that
the Lease Subject is not in any dispute of property right. Should Party A makes
false statement about ownership of the Lease Subject and thus resulted in
damages to Party B, Party A shall be responsible to indemnify Party
B.

      


      2.           Term
of Lease

      


      The Term
of this Contract shall be five years starting from 1st July 2010 till 30th June
2015.

      


      Should
Party B wishes to renew the lease, Party B shall inform Party A in writing 6
months before the Term of this Contract expires, and the two parties shall enter
into a new lease contract if Party A agrees so. Under the same lease conditions,
Party B shall have the priority.

      


      3.           Delivery

       

      3.1           After
this Contract is signed by the two parties, Party B shall pay the deposit and
the rental of the first six months to Party A before 8th July 2010.

       

      3.2           Party
A shall deliver the key to the Exhibition Hall to Party B on 30th June 2010, and
the two parties shall confirm the delivery by signature; photograph of the
delivery shall be available as appendix.

      


      4.           The
Rental

       

      4.1           The
deposit

       

      The
deposit under this Contract shall be RMB 150,000 (ONE HUNDRED AND FIFTY THOUSAND
RENMINBI YUAN ONLY).

       

      4.2           The
Rental

       

      The
Rental for the first year (1st July 2010 till 30th June 2011) shall be RMB
1,200,000 (ONE MILLION AND TWO HUNDRED THOUSAND RENMINBI YUAN ONLY); The Rental
for the second year (1st July 2011 till 30th June 2012) shall be RMB 1,200,000
(ONE MILLION AND TWO HUNDRED THOUSAND RENMINBI YUAN ONLY); the rental for the
year starting from 1st July 2012 till 30th June 2013 shall be RMB 1,260,000 (ONE
MILLION TWO HUNDRED AND SIXTY THOUSAND RENMINBI YUAN ONLY); the rental for the
year starting from 1st July 2013 till 30th June 2014 shall be RMB 1,386,000 (ONE
MILLION THREE HUNDRED AND EIGHTY-SIX THOUSAND RENMINBI YUAN ONLY); the rental
for the year starting from 1st July 2014 till 30th June 2015 shall be RMB
1,524,600 (ONE MILLION FIVE HUNDRED AND TWENTY-FOUR THOUSAND AND SIX HUNDRED
RENMINBI YUAN ONLY). The total Contract amount shall be RMB 6,570,600 (SIX
MILLION FIVE HUNDRED AND SEVENTY THOUSAND AND SIX HUNDRED RENMINBI YUAN
ONLY).

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      4.3           Relevant
expenses and tax

       

      During
the term of this Contract, all taxes and expenses relating to the ownership of
the Lease Subject that legally due by Party B shall be borne by Party B; the
expenses of water and power (referring to the readers on meters of the two
parties) shall be borne respectively by the two parties, the cost of electricity
power loss shall be shared by the two parties as per the proportion of their
power consumption. The expenses relating to the additional 100 KW capacity shall
be borne by Party B. The costs and expenses of heating, cleaning, security,
rubbish treatment and all other such expenses relating to the lease of the
Subject shall be borne by Party B.

      


      5.           Payment
of the rental

       

      5.1           After
this Contract is signed by the two parties, Party B shall pay the deposit and
the rental of the first six months to Party A before 8th July 2010. After this
Contract expires, Party A shall return to Party B the deposit without interest
within 30 days when Party B has paid up all due rental and all expenses incurred
as result of the Lease under this Contract that shall be borne by Party B, and
return the Lease Subject to Party A as per required in this Contract under the
commitment that the Lease Subject is resumed to what it used to be for normal
use.

       

      5.2           Before
5th June and 5th December of each year during the Contract term, Party B shall
pay rental for the period starting from 1st July till 30th December of the year
and the period starting from 1st January till 30th June of the next year. The
payment shall be remitted to the following account designated by Party A or in
other way as the parties agree to.

       

      Party A’s
bank:________________________________

      Account
No.: _________________________________

       

      5.3           In
case of overdue payment, Party B shall pay twice of daily rental for each
overdue day as penalty.

      


      6.           Transfer
of the Lease Subject

       

      During
the term of this Contract, in case Party A transfers part of entire ownership of
the property, Party A shall ensure the Transferee will continue to perform this
Contract. In addition, Party A shall inform Party B of the Transfer and provide
assistance to Party B to modify this Contract. Under the same conditions, Party
B shall have the priority to purchase the Lease Subject.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      7.            
Fire Security (Fire Security Contract separately attached)

       

      7.1           During
the term of this Contract, Party B shall strictly comply with the Fire Control
Law of the People's Republic of China as well as other relevant fire control
regulations, and cooperate Party A for fire control.

       

      7.2           Party
B shall equip fire extinguishers as per concerned requirements; the fire control
facilities inside the building shall in no case be used for other
purposes.

       

      7.3           If
for maintenance purpose, class I temporary naked fire operation (including
welding operations) is required, approval by fire control authorities must be
obtained first.

       

      7.4           Party
A shall be fully responsible for fire control security inside the Lease Subject
as per concerned regulations; Party A shall be entitled to inspect fire control
inside the Lease Subject at reasonable time with prior written notice to Party
B, to which Party B shall not irrationally reject or delay to give its consent.
For fire or security incident due to Party B’s improper management or use, Party
B shall take the full responsibilities.

       

      7.5           Party
A guarantees that the fire control facilities turnover to Party B are in good
condition for normal use.

      


      8.           Maintenance
and Repair

       

      8.1           As
soon as Party A formally turnover the Lease Subject to Party B, Party B shall be
responsible for decoration, maintenance and refurbishment of the entire Lease
Subject.

       

      8.2           As
agreed between the two parties, maintenance and repair of the main structure,
exterior eaves, doors and windows that changed during decoration shall be under
the responsibility of Party B.

       

      8.3           As
agreed between the two parties, maintenance and repair of the, exterior eaves,
doors and windows that changed during decoration shall be under the
responsibility of Party B.

       

      8.4           During
the Lease Term, Party B shall protect the Lease Subject. Damage of the Lease
Subject due to improper use by Party B shall be immediately repaired or
compensated by Party B.

      


      9.           Insurance

       

      During
the Lease Term, each party may have their assets covered under insurance. Should
any party fail to obtain such insurance and results in damages to the other
party due to such fault, it shall indemnify the other party for any economic
losses so incurred.

      


      10.           
Refurbishment

       

      10.1           During
the Term of this Contract, if Party B wishes to refurbish or decorate the Lease
Subject, a design proposal of such refurbishment and/or decoration shall be
presented to Party A in advance to obtain Party A’s written consent; meanwhile
the proposal shall be filed with concerned governmental authorities for
approval. For refurbishment and decoration that may result in impact to the
public parts and other neighboring users, Party A may reject such portion, for
which Party B shall modify its design. The cost of any refurbishment and
decoration shall be borne by Party B.

       

      10.2           For
refurbishment and decoration that may result in impact to the main structure of
the Lease Subject, operation shall not be started before obtaining consent of
Party A and the original designer.

       

      10.3           After
the term of this Contract expires, all parts that become attached to the Lease
Subject (that cannot be moved or removed) due to refurbishment and decoration by
Party B shall become property of Party A. All equipment and facilities not
attached to the Lease Subject and can be removed shall be property of Party A,
and shall be removed and resume to original status.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      11.           Sublease

       

      Party A
may sublease part space of the Lease Subject and manage the subleased portion,
including collecting rental from sublessee. The responsibilities and obligations
of the two parties set forth in this Contract shall not be changed due to such
sublease.

       

      For
subleasing, Party B must comply with the following requirements:

       

      1) term
of sublease shall not exceed the Lease Term between Party A and Party
B;

       

      2) the
subleased portion of the Lease Subject shall not be used purposes beyond those
set forth in Clause 1 of this Contract;

       

      3) Party
B shall specify in its sublease contract that, if Party B terminates this
Contract earlier, its sublease contract with sublessee shall be terminated at
the same time;

       

      4) Party
B shall obtain sublessee’s written commitment to accept the requirements
concerning sublease that set forth in this Contract. Whenever Party B terminates
this Contract, the sublease contract shall be terminated at the same time and
sublessee shall unconditionally quit from the Lease Subject;

       

      5)
nevertheless Party B terminates this Contract earlier or not, Party B shall be
responsible to dispose of any dispute arise from its sublease;

       

      6) Party
B shall be responsible for any tax and expenses that incurred due to its
sublease.

      


      12.           Modification,
Cancellation and Termination of This Contract

       

      12.1           The
two parties may negotiate to modify or terminate this Contract.

       

      12.2           In
case that Party A fails to render the Lease Subject or the Lease Subject it
renders does not comply with the agreed conditions where the business of Party B
may be materially impacted, Party B shall be entitled to terminate this
Contract.

       

      12.3           During
the term of this Contract, in any of the following circumstances, Party A shall
be entitled to terminate this Contract and take back the Lease
Subject:

       

      12.3.1                      Violation
of Clause 10 of this Contract, dismantling and changing the structure of the
Lease Subject without written consent of Party A;

       

      12.3.2                      Violation
of Clause 8 of this Contract, damaging the Lease Subject and failing to repair
within reasonable period requested by Party A;

       

      12.3.3                      Using
the Lease Subject for purpose not specified in this Contract without written
consent of Party A;

       

      12.3.4                      Using
the Lease Subject for storing hazard materials or for illegal
conduct;

       

      12.3.5                      Failing
to pay rental for accumulated 20 days.

       

      12.4           This
Contract shall be terminated when the term expires.

       

      Party B
shall turn the Lease Subject back to Party A within 15 days after expiration of
this Contract.

      


      13.           Default
Responsibility

       

      13.1           Should
Party A fail to deliver the Lease Subject within the period specified in this
Contract and result in termination (abolishment) of this Contract, Party A shall
indemnify Party B correspondingly.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      13.2           Should
Party A take back the Lease Subject earlier, Party A shall pay THREE HUNDRED AND
FIFTY THOUSAND RENMINBI YUAN (RMB 350,000) to Party B as penalty.

       

      13.3           During
the term of this Contract, should Party B fail to pay the expenses that shall be
borne by Party B as set forth in this Contract, for each late day, Party B shall
pay twice of the said daily expense to Party A. For payment overdue more than 15
days, Party B shall be fully responsible for the losses resulted to both
parties.

       

      13.4           During
the term of this Contract, should Party B discontinue to lease the Subject
without Party A’s consent, in addition to the deposit that shall be detained,
another two hundred thousand Renminbi (RMB 200,000) shall be paid to Party A as
penalty.

       

      13.5           In
case of overdue payment, Party B shall pay twice of daily rental for each
overdue day as penalty.

       

      13.6           Party
B shall turn the Lease Subject back to Party A within 15 days after expiration
of this Contract. Should Party B be late to return the Lease Subject, Party B
shall pay twice of the previous daily rental for each day of late return, and
the deposit shall be detained. For over 15 days that Party B neither turn back
the Lease Subject nor discuss with Party A about renewal, Party A is entitled to
cease water and power supply. Loss and damage caused due to late return of the
Lease Subject to Party A shall indemnified by Party B in addition to the said
twice daily rental.

       

      13.7           After
expiration of this Contract, Party A is entitled to request Party B to resume
the Lease Subject to original status. Should Party B fail to do so within the
period requested by Party A, Party A may conduct the resuming operation, and
costs and expenses so occurred shall be deducted from the deposit, the portion
exceeding the deposit shall be indemnified by Party B.

       

      13.8           Should
Party A put the Lease Subject under mortgage and makes it impossible to perform
(or impossible to continue performing) this Contract, Party A shall pay 3% of
the total contract amount to Party B to indemnify the loss and damage suffered
by Party B.

      


      14.           Disclaimer
Clause

       

      14.1           Should
this Contract become non-performable due to force majeure, the two parties may
consult to terminate this Contract.

       

      14.2           Should
the Lease Subject be dismantled or refurbished due to government policy, the
compensation offered by government shall belong to Party A. From the
compensation for decoration, the costs of decorations done and paid by Party B
shall be deducted.

       

      14.3           For
termination of this Contract due to the above said reason, the rental shall be
calculated as number of days actually used.

      


      15.           Party
B may install its logo above the exterior eave on the east side of the Lease
Subject (the position where the logo of Party A is currently installed). After
the logo of Party A is removed, a copper logo sign of Party A not exceeding 60
centimeters in both length and width shall be kept on ____ side of the Lease
Subject.

      


      16.           For
issues not specified in this Contract, the two parties may consult to make
supplementary clause to this Contract, which shall constitute part of this
Contract with equivalent validity.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      17.           Dispute
settlement

       

      Dispute
arise from this Contract shall be consulted between the two parties for
solution; in case no settlement is found, one of the 2 options below shall be
chosen:

       

      (1) bring
the issue to Tianjin Arbitration Committee for arbitration; or

       

      (2) bring
the issue to the People’s Court where Party A is located.

      


      18.           This
Contract takes effectiveness after signed and stamped by both
parties.

      


      19.           This
Contract and its appendix are made in two copies, each of which is equally valid
and kept by each party.

      


      
        
          	
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