fs1a1ex10xxiv_sinogreen.htm


    
      Exhibit 10.24

 Agreement

      


      Party A:
Guangzhou Shunyu Property Management Co., Ltd

      


      Party B:
Southern International Development Co., Ltd.

      


      According
to leasing contract sign between YunDa YunCheng Fruit Company Ltd and Party A on
June 10, 2009, Party A leases and upgrade Warehouse A,B and C1 managed by YunDa
YunCheng Fruit Company Ltd.  On the basis of equality and voluntary,
under the principle of mutual benefit, and according to the Contract Law of the
People’s Republic of China, party A and B has made the agreement about the
upgrading of the market as below:

      


       

      
        	
                1.  

              	
                Principal

              


      

      
        	
                (a)  

              	
                Party
      B rent all the warehouses—A, B, and C1 which are located on No 338 Zengcha
      Road Guanzhou Shanxi Yunchen fruits market, the land area is about 10000
      square meters, 18-years lease, from 01.08.2009 to
    31.07.2027.

              


      

      
        	
                (b)  

              	
                Rental:  after
      effect of the agreement, the first 5 years (01.08.2009-31.07.2014) is 61
      RMB per square meter per month. From the sixth year to the tenth year
      (01.08.2014-31.07.2019) is 64 RMB per square meter per month. From the
      eleventh year to the expiration of the contract (01.08.2019-31.07.2027) is
      67 RMB per square meter per month. Rental includes management fee and
      cleaning fee, but not tax, parking fee, handing charges, truck entrance
      fee, transaction fee etc.

              


      

      
        	
                (c)  

              	
                Based
      on blue print agreed by both parties, party A should start construct and
      be completed within 7 months after signed the agreement. The rent is free
      during the construction period until it finished. Party B should start
      paying rental from the 8th
      month. After signing of this contract, Party A should clear of all
      existing facility.

              


      

      
        	
                (d)  

              	
                The
      investment for reconstruction is about 40 million RMB, and party B need to
      provide the loan1 to party A. The agricultural products
      such like fruits are main business after the construction of the 2 floors.
      Party B can fully use the building during the leased period. Party A shall
      not interfere if it is not prejudice to the interests of party A. The
      building and all facilities should be transferred to party A free of
      charge after lease expires.

              


      

      
        	
                (e)  

              	
                Party
      A should give the priority for lease to party B under the same conditions
      after lease expires.

              


      

       

      
         

        
          	
                  2.  

                	
                        
                    Rights
      and obligations for party
A

                  

                


        

        
          	
                  (f)  

                	
                  Party
      A should provide related documents (land ownership, construction plan and
      city approval etc.)of market to party B after the agreement become
      effective.

                


        

        
          	
                  (g)  

                	
                  Party
      A is responsible for all approval application and their cost. Such
      application may include fire formalities of the building after
      construction, and such application should not affect Party B’s operation,
      party B should pay the reasonable expenses occurs. The contract will be
      automatically extended if party A causes schedule
  delays.

                


        

         

        
          __________________

          1 The literal
translation of the Chinese is “loan” but the underlying meaning is advance,
which is not to be repaid.

        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          Exhibit 10.24

        

        
           

          
            	
                    (h)  

                  	
                    Party
      A should bear the responsibilities of building safety and construction
      safety.

                  


          

          
            	
                    (i)  

                  	
                    Party
      A should collect rent according to agreement, and issue the legal
      invoice.

                  


          

          
            	
                    (j)  

                  	
                    Party
      A agrees to sublet the constructed buildings to party B for the wholesale
      and retail of agricultural products. Party A should provide the sufficient
      parking area.

                  


          

           

        

      

      
         

        
          	
                  3.  

                	
                  Rights
      and obligations for party B

                


        

        
          	
                  (k)  

                	
                  Party
      B should comply with government laws and regulations, operates by law and
      does well in fire safety and fire protection
  work.

                


        

        
          	
                  (l)  

                	
                  Party
      B should pay the rent to party A before the first five days every month.
      Party B should pay the late fees which is about five thousandths of rent
      per day to party A if paid late.

                


        

        
          	
                  (m)  

                	
                  Party
      B ensures the investments in time for the decoration and
      construction.

                


        

        
          	
                  (n)  

                	
                  Party
      B can do legitimate business with agricultural products, open stalls,
      rent, sublet etc. Party B has their own decisions, party A cannot
      interfere. The procedures of contracts and agreements that signed between
      party B and its clients (the third party) must be informed to party A as
      the record, party A is responsible for
  supervise.

                


        

        
        

         

      

      
        
          
            	
                    4.  

                  	
                          
                      responsible
      of default

                    

                  


          

          
            	
                    (o)  

                  	
                    It
      is default if party B does not pay the rent on time; party A will
      terminate the contract if party B does not pay the rent up to 2 month,
      then the building and all facilities that constructed by party B will be
      owned by party A unconditionally.

                  


          

          
            	
                    (p)  

                  	
                    Both
      party A and B must strictly comply with agreement after the agreement
      effected, neither side may terminate the agreement, any side that violate
      this agreement, must bear the responsible for the default and pay
      observing party losses.

                  


          

          
          

          
          

          
          

           

        

      

      
         

        
          
            
              	
                      5.  

                    	
                            
                              
                          Special
      agreement

                        

                      

                    


            

            
              	
                      (q)  

                    	
                      Party
      A should actively cooperate with party B if party B can apply or get the
      financial aid from government departments during the business; party A
      should provide related documents, certifications etc. if the application
      succeeds, party A guarantees the aid will be used by party B totally to
      reform the market, party A shall not detain it or use other methods to
      affect party B to use it.

                    


            

            
            

            
            

            
            

            
            

             

             

            
              
                
                  	
                          6.  

                        	
                                
                            Force
      majors contract

                          

                        


                

                
                  	
                          (r)  

                        	
                          During
      the contract duration, if the land acquisition or other reasons from
      government cause the building removed or the land Expropriated, the
      demolition compensation from the government should be discussed by both
      parties to distribute.

                        


                

                
                  	
                          (s)  

                        	
                          During
      the contract duration, party A should compensate party B for all economic
      losses if the building has to be pulled down or party B can not going
      concern due to party A.

                        


                

                
                  	
                          (t)  

                        	
                          This
      agreement will be automatic terminated if party B can not going concern
      due to the nature disasters or other force majeure factors, and the
      compensation matters will be resolved by the laws and
      regulations.

                        


                

                
                

                
                

              

            

          

        

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        Exhibit
10.24

         

      

      
        
           

          
          

          
            	
                    (u)  

                  	
                    Party
      B should pay 2.5 million RMB to party A as earnest money after this
      contract is signed. The earnest money is used for the demolition of
      buildings and facilities for party A as the compensation if party B can
      not continue perform this agreement. Party A should pay the earnest money
      back to party B within 3 days after this agreement
  expired.

                  


          

          
            	
                    (v)  

                  	
                    Any
      disputes that bear on this agreement should be submitted to southern
      branch of economic and trade arbitration commission of CCPIT to arbitrate.
      The arbitration has the binding effect for both
  parties.

                  


          

          
            	
                    (w)  

                  	
                    This
      agreement has 3 copies, both parties have 1 copy and another one is for
      Guangzhou Yunda Yuncheng Fruits Co., Ltd, all the copies have the same
      force and effect.

                  


          

          
            	
                    (x)  

                  	
                    This
      agreement become effective after signed and stamped by both
      parties.

                  


          

          
          

           

        

      

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