f8k050610ex10vii_sunnyside.htm

Exhibit
10.7


    BUILDING
LEASE AGREEMENT

    


    THIS
AGREEMENT is made between the Leaser, _Mr. Wu Shuigen___ (hereinafter referred
to as “Party A”) and the Lessee, Jiangsu Taicheng Plastic
Products Co., Ltd. (hereinafter referred to as “Party B).

    


    Whereas
in accordance with pertinent laws and regulations and through amiable
consultation, both Parties have reached the following premises and office
buildings lease agreement for compliance.

    


    ARTICLE
1 LOCATION, AREA, FUNCTIONS AND USE OF THE LEASED PROPERTIES

    


    
      	
              1.1  

            	
              Party
      A shall lease its office buildings, premises, warehouses, dining rooms and
      dormitories located at No. 80 Baohua Town
      Development Zone (hereinafter referred to as “the Leased
      Properties”) to Party B for Party B’s use. The area covered by the Leased
      Properties amounts to 8,500 square
      meters.

            


    

    


    
      	
              1.2  

            	
              The
      Lease hereunder shall take the form of charter and the Leased Properties
      shall be managed by Party B itself.

            


    

    


    ARTICLE
2 TERM OF THE LEASE

    


    
      	
              2.1  

            	
              The
      term of the lease shall be three (3)
      years, from April 1, 2009
      to April 1,
      2012.

            


    

    


    
      	
              2.2  

            	
              If
      required three (3) months prior to the expiry of the lease term and with
      Party A’s consent, both Parties will conclude a new agreement on matters
      relating to the Lease. Under the same terms and conditions of lease, Party
      B shall be entitled to the right of
priority.

            


    

    


    ARTICLE
3 RENT-FREE PERIOD AND THE DELIVERY OF LEASED PROPERTIES

    


    
      	
              3.1  

            	
              The
      Leases Properties shall be free from rent for one (1) month,
      from April 1,
      2009 to April 30, 2012.
      The commencement date shall be the day next to the expiry of lease-free
      period and rents shall be charged from the commencement date
      on.

            


    

    


    
      	
              3.2  

            	
              Party
      A shall, within fifteen (15)
      days as of the effectuation date of this Agreement, deliver the Leased
      Properties in the current condition and Party B agrees to rent the Leased
      Properties and facilities in the present
  conditions.

            


    

    


    ARTICLE
4 BUILDING RENTS AND EXPENSES

    


    
      	
              4.1  

            	
              RentsThe
      rents shall be charged as RMB 6.00 per square
      meter per month. In case of any change to the rents, the amount mutually
      negotiated and agreed by both Parties shall
  prevail.

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    
      	
              4.2  

            	
              Fees
      for Power Capacity Expansion It is agreed by both Parties that the
      formalities for power capacity expansion shall be applied and completed by
      Party A and all the costs and expenses required for the power capacity
      expansion shall be assumed by Party
B.

            


    

     

    
      	
              4.3  

            	
              Any
      and all building taxes and land use taxes shall be paid by Party B. Such
      taxes shall be deducted from the
rents.

            


    

    


    ARTICLE
5 PAYMENT

    


    
      	
              5.1  

            	
              Party
      B shall, prior to or on the first day of every
      September pay Party A the rents of that period. Such rents shall be
      remitted by Party B to the account designated by Party A or be paid by any
      other method agreed by both Parties in
writing.

            


    

    


    ARTICLE
6 TRANSFER OF THE LEASED PROPERTIES

    


    
      	
              6.1  

            	
              During
      the lease term, if Party A will transfer all or part of the ownership of
      the Leased Properties, Party A shall ensure that the transferred shall
      perform this Agreement. Under the same terms and conditions for transfer,
      Party B shall be entitled to the right of priority to purchase the Leased
      Properties.

            


    

    


    ARTILCE
7 REPAIRE AND MAINTENANCE OF SPECIAL FACILITIES AND SITES

    


    
      	
              7.1  

            	
              During
      the lease term, Party B shall be entitled to the exclusive use of the
      facilities attached to the Leased Properties. Party B shall be responsible
      for the maintenance, annual review, and shall ensure that it return these
      special facilities in reliable operational condition together with the
      Leased Properties. Party A shall be entitled to check and supervise
      thereon.

            


    

    


    
      	
              7.2  

            	
              Party
      B shall be responsible for the safe sue and maintenance of the fixtures of
      the Leased Properties. Any possible breakdown or risk shall be eliminated
      promptly so as to avoid possible potential
  danger.

            


    

    


    
      	
              7.3  

            	
              During
      the lease term, Party B shall take good care of the Leased Properties. In
      case of any damage to the Leased Properties due to Party B’s improper use,
      Party B shall repair at Party B’s own
expenses.

            


    

    


    ARTICLE
8 PROPERTY MANAGEMENT

    


    
      	
              8.1  

            	
              In
      case of expiry of the lease term or early termination of the Agreement,
      Party B shall, prior to or on the date of expiry or the date of early
      termination, clean up the Leased Properties and return them to Party A
      upon the completion of the move. If Party B fails to tide up the
      miscellaneous articles, costs and expenses resulting from Party A’s tiding
      up such miscellaneous articles shall be borne by Party
  B.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              8.2  

            	
              Party
      B shall observe the laws of the People’s Republic of China, regulations of
      this municipality and Party A’s property management rules on the Leased
      Properties in its use of the Leased Properties. Otherwise, Party B shall
      assume corresponding liabilities. In case that Party B’s violation of the
      abovementioned provisions affects the normal operation of other users
      around the buildings, Party B shall indemnify the losses resulting
      therefrom.

            


    

    


    ARTICLE
9 TERMINATION

    


    
      	
              9.1  

            	
              During
      the lease term, without Party A’s consent, Party B shall not terminate
      this Agreement in advance. If it is necessary for Party B to have an early
      termination of this Agreement, the Agreement may be discharged prior to
      the expiry of the lease term if Party B gives notice to Party B three (3)
      months in advance and goes through the following procedures: a. to return
      the Leased Properties to Party A; b. to pay off the rents for the leased
      period and other expenses arising from and with connection to this
      Agreement.

            


    

    


    ARTICLE
10 EXEMPTION

    


    
      	
              10.1  

            	
              In
      the event that it is impossible for Party A to continue to perform this
      Agreement due to any change to the government’s laws and regulations on
      lease, Item 2 of this Article 10 shall be
  implemented.

            


    

    


    
      	
              10.2  

            	
              In
      the event that it is impossible for either Party to perform this Agreement
      due to serious natural disaster, war or any other unforeseeable,
      unpreventable and inevitable force majeure event, the Party suffering the
      foregoing force majeure event shall promptly notify the other Party by
      post or fax, and shall, within thirty (30) days, provide details of the
      force majeure event and supporting documents proving that it is impossible
      to perform all or part of the Agreement, or proving the causes for delayed
      performance. The supporting documents must be those issued by the notary
      agency at the place where the force majeure event arises. If it is
      impossible to obtain the supporting document issued by the notary agency,
      other effective evidence must be provided. In such case, the Party
      suffering the force majeure event shall be exempted from liability
      accordingly.

            


    

    


    ARTICLE
11 TERMINATION

    


    Where
this Agreement is terminated prior to or on the expiry of the effective lease
term and there is no lease renewal agreement reached by both Parties, Party B
shall move out of the Leased Properties and return the Leased Properties to
Party A. If Party B fails to move out of the Leased Properties and return the
Leased Properties within the stipulated time, Party B’s rents payable to Party A
shall be doubled, provided that Party A shall be entitled to notify Party B in
writing that Party A will not accepted the doubled rents and shall have the
right to recover the Leased Properties and compulsorily move the articles inside
the leased site out of the Leased Properties without assuming any liability for
custody.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
12 RELEVANT TAXES AND DUTIES

    


    In
accordance with state and municipal provisions concerned, stamp duties,
registration fees and notary fees and other taxes and duties shall be
respectively borne by Party A as the Leaser and Party B as the lessee pursuant
to provisions concerned. Procedure formalities shall be completed by Party
A。

    


    ARTICLE
13 GOVERNING LAW

    


    
      	
              13.1  

            	
              Any
      dispute arising from the performance of this Agreement shall be solved
      through consultation by both Parties. If there is no agreement reached
      through consultation, the case may be settled through arbitral proceeding.
      It is agreed by both Parties that the arbitral institution for the dispute
      shall be Shenzhen Branch of China International Economic and Trade
      Arbitration Commission (CIETAC).

            


    

    


    
      	
              13.2  

            	
              This
      Agreement shall be governed and construed by the laws of the People’s
      Republic of China.

            


    

    


    ARTICLE
14 OTHER PROVISIONS

    


    
      	
              14.1  

            	
              In
      case of anything uncovered by this Agreement, a supplementary agreement
      may be separately concluded through consultation by both
      Parties.

            


    

    


    
      	
              14.2  

            	
              This
      Agreement is in four (4) copies with each Party holding two (2)
      copies.

            


    

    


    ARTICLE
15 VALIDITY

    


    This
Agreement shall become effective when this Agreement is signed and sealed by
both Parties and Party A receives the initial lease premium from Party
B.


    


    Party A
(Seal): _____________________________


    Authorized
Representative:__________________

     

    Party B
(Seal): _____________________________


    Authorized
Representative: ___________________

     

    Date:
_____________

     

     

    4