Unassociated Document


     

    Land
Leasing Contract

     

    
      
        	
                Lessor 
      (Party A):

              	
                WAN
      Quanli, Liu Hongzhi (Xi’an ShishangWeiyang Investment & Management,
      Inc.)

              
	
                Lessee 
      (Party B):

              	
                Shaanxi
      Xinsheng Centennial Agriculture & Technology Co.,
  Ltd.

              


      

       

    

    Pursuant to the relevant provisions of
the Land-Leasing Law of People’s Republic of China and the Contract Law of
People’s Republic of China, Party A and Party B, through mutual consultations,
hereby enter this contract as follows:

    


    
      	
              Article
      1 

            	
              Location
      of the Leased Land.

            


    

    The land
is an area of 24 mu south of Xi’an Shishang Weiyang Investment &Management,
Inc. Party B may use this land for constructing facilities oflogistics,
warehouse and processing center.

    


    
      	
              Article
      2 

            	
              Land
      Leasing Term and Rent.

            


    

    
      	
            	
              1.  

            	
              The
      term of the lease is twenty-one (21) years, starting from the execution
      date of this contract.

            


    

    
      	
            	
              2.  

            	
              The
      leased land covers an area of 24 mu,  and the rent is 15,000
      yuan (RMB Fifteen Thousand) per mu.

            


    

    
      	
            	
              3.  

            	
              The
      rent for the land of 24 mu is 360,000 yuan (RMB Three hundred and Sixty
      Thousand) per year, which shall be paid every ten
  years.

            


    

    


    
      	
              Article
      3 

            	
              Rent
      and Payments.

            


    

    
      	
            	
               
      

            	
              The
      leasing period starts from November 12, 2010 to November 11, 2031, a total
      of 21 years. The rent stipulated herein will be increased by 12% every
      three years, starting the 10th
      year after this contract becomes effective (while the progressive increase
      rate will be based on the rent per mu
).

            


    

     

    
      	
              Article
      4

            	
              Within
      three days after the contract is signed, Party B shall first pay a deposit
      of 200,000 yuan to Party A, while the remaining amount (a total of RMB 3.4
      million) must be paid in a lump sum within 15 days after
    that.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Article
      5

            	
              Party
      B may start self-directed constructions on the date of its first rent
      payment. If the land is not available for the construction, Party A bears
      all liabilities and shall return any rent amount Party B has
      paid.

            


    

    


    
      	
              Article
      6

            	
              Party
      A is responsible for handling all relevant procedures, while Party B bears
      all the fees and expenses incurred in such procedures.  Party A
      is also responsible for coordinating the external environment during Party
      B’s construction and operation periods, and solving all issues, such as
      villagers’ unruly commotion or road blocking, which may negatively affect
      Party B’s business operation.

            


    

    


    
      	
              Article
      7

            	
              Party
      B may construct warehouse or workshop at its own choice.  Party
      A shall provide power and water recourses, while Party B shall bears the
      costs of the materials, at a rate charged in accordance with the national
      standards. Party B has the right of way using the self-construct road that
      leads to Petrochemical Road.

            


    

    


    
      	
              Article
      8

            	
              The
      buildings and other real estates built on the leased land belong to Party
      B.  In the event that such estates are to be demolished by the
      government, the general interest shall be put at first. Any compensation
      for the demolition on or above the surface of the ground belongs to Party
      B. Upon the expiration of this contract, Party B has the first right of
      refusal with regard to contract renewal. During the term of the contract,
      any dispute between the two parties shall be submitted to the local
      people's court for a judgment.

            


    

    


    
      	
              Article
      9

            	
              Party
      B shall assume all the taxes in connection with its business operation as
      required by the government.

            


    

    


    
      	
              Article
      10

            	
              During
      the term of the contract,  Party B has the right to operate its
      business in accordance with the law and assumes sole responsibility for
      its own profits or losses, in which Party A shall not
      interfere.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Article
      11 

            	
              Breach
      of Contract.

            


    

    
      	
            	
              1.  

            	
              If
      Party A fails to hand the leased land over Party B in accordance with the
      terms of this contract, Party A shall pay a default penalty equal to 5% of
      the yearly rent stipulated herein to Party
B.

            


    

    
      	
            	
              2.  

            	
              If
      Party B delays any rent payment, a default penalty equal to 5% of the
      total rent amount stipulated herein shall be paid to Party
    A.

            


    

    


    
      	
              Article
      12 

            	
              Force
      Majeure

            


    

    
      	
            	
              1.  

            	
              In
      an event of Force Majeure that renders this contract impossible to be
      performed, or to be performed on schedule, neither party hereto shall bear
      any responsibility for it.

            


    

    
      	
            	
              2.  

            	
              The
      Force Majeure refer to earthquake, flood or other natural disasters
      resulting in loss of land; or government-directed land
      acquisitions.

            


    

    


    
      	
              Article
      13 

            	
              The
      contract becomes effective from the date on which this contract
      issignedand sealed by both parties
hereto.

            


    

    
      	
            	
              1.  

            	
              Matters
      not covered by this contract shall be resolved through mutual consultation
      or supplementary agreements, which have the same legal
      effects.

            


    

    
      	
            	
              2.  

            	
              The
      contract shall not be affected by either party’s change of legal
      representative.

            


    

    
      	
            	
              3.  

            	
              The
      Contract is executed in two originals, with one to each
    party.

            


    

    


    
      	
              Party
      A : (signature and seal)

            	
              WANG
      Quanli, LIU Hongzhi

            
	 	 
	 
      	
              (Both
      of the signatures and  finger prints present)

            
	 	 
	
              Party
      B : (signature and seal)

            	
              Shaanxi
      Xinsheng Century Agriculture &

            
	 	 
	 
      	
              Technology
      Co., Ltd.  (seal print present)

            
	 	 
	
              Witnessed
      and verified by:

            	
              ZHANG
      Shuwei

            
	 	 
	 
      	
              (signature
      and figure print present)

            


    

     

    Date:  November
12, 2010

     

    
      
        
        

      

      
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