Unassociated Document


    Premises
      Lease Agreement

    


    agreement
      No:

    

      
        	
                Lessor
                  (Party A):

              	
                Shanghai
                  Xin Zhuang Investment Management Co., Ltd.

              
	 	 
	
                Lessee
                  (Party B):

              	
                Perfectenergy
                  (Shanghai) Co., Ltd. 

              


      

       

    

    Pursuant
      to “Contract Law of the People’s Republic of China” and “Shanghai Premises
      Leasing Regulations”, the parties enter into this agreement equally, freely,
      fairly, in good faith and after friendly negotiations, in order to facilitate
      the legality of Party B’s leasing of premises from Party A. 

    


    1. The
      Conditions of the Leased Premises.

    


    1.1 The
      premises that Party A is leasing to Party B is comprised of the buildings and
      lot located at No. 479 Yodong Road, Xin Zhuang Village, Min Xing District
      (hereinafter “Premises”). The constructed surface area of the Premises is 6,219
      square meters. The diagram of the Premises is attached to this agreement as
      Attachment 1. Party A’s land use rights certificate for the lot and ownership
      certificate for the buildings on the lot are registered with the Shanghai Real
      Property Registry 2002 number 024913. 

    


    1.2 Party
      A
      enters into this agreement with Party B as the rights holder to the Premises.
      Prior to entering into the agreement, Party A has notified Party B that the
      Premises are not subject to any security interest. 

    


    2. Use
      of
      Premises.

    


    2.1 Party
      B
      covenants to Party A that the Premises are leased in connection with
      manufacture, distribution and research of solar energy batteries, solar battery
      sets, solar power generation systems and related products, and Party B will
      comply with relevant central and municipal regulations relating to the Premises
      and business operations. 

    


    2.2 Party
      B
      covenants to, within 2 months after the effective date of this agreement and
      with the assistance of Party A, complete the change in Party B’s business, tax
      and organizational registrations to Xin Zhuang Village, to achieve the ability
      to import its products through consignment. 

    


    2.3 Regarding
      Party B’s subsequent space requirements per its growth, Party A will, based on
      Party B’s observance its covenants, construct a building approximately 9,000
      square meters (3 stories) at the end of 2007 to lease to Party B (with rent
      set
      at RMB 0.65 per meter per day). Substantive details of the lease will be
      supplemented by a separate agreement after negotiation. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.4 Party
      B
      warrants that during the lease term, it shall not alter the use of the Premises
      as described above nor sublease the Premises without the written consent of
      Party A and relevant departmental approvals. 

    


    3. Possession
      Date and Lease Term.

    


    3.1 Per
      the
      parties’ agreement, Party B shall pay security deposit and initial lease payment
      within 3 days from the effective date of this agreement. Party A shall make
      the
      Premises available to Party B on March 28. Free-rent period shall be 2 months,
      with rent payment to begin on June 1, 2006. Party B shall be responsible for
      all
      repair and remodeling fees. 

    


    3.2 Per
      the
      parties’ agreement, the lease term is 5 years (from June 1, 2006 to May 31,
      2011). 

    


    4. Rent,
      Payment and Payment Schedule

     

    4.1 Per
      the
      parties’ agreement, the rent is calculated at RMB 0.58 per meter of constructed
      surface per day, with annual rent calculated at RMB 1,316,562, and an increase
      of 5% every 3 years beginning on the fourth year of the lease (management fees
      waived).

    


    4.2 Per
      the
      parties’ agreement, payment is due monthly, on a prepayment basis. Party B shall
      make payment before the 10th day of each month. If payment is untimely, for
      each
      day of untimeliness, Party B shall pay Party A 5% of the daily rent amount
      as
      penalty for breach.

    


    5. Guaranty
      Deposit and Other Fees.

    


    5.1 Per
      the
      parties’ agreement, Party B shall pay Party A guaranty deposit for lease of the
      Premises, which amount shall be 1 month’s rent, calculated at RMB 109,700. Party
      A shall issue Party B a receipt after receiving the guaranty deposit. At the
      end
      of the lease term, other than to withhold for fees that Party B is obligated
      to
      pay under the agreement, Party A shall return the remainder of the guaranty
      deposit to Party B. 

    


    5.2 During
      the lease term, Party B shall be solely responsible for water, electricity,
      telecommunication and all other fees to be collected by governmental agencies
      (including land use right fees) relating to the Premises. 

    


    5.3 Party
      A
      provides as part of the lease the capability to generate 1,000KVA in power,
      monthly water usage ration of 10,000 square meters, and a two-ton freight
      elevator. If Party B requires additional electricity or water, Party A shall
      assist with any necessary registration, but Party B shall be responsible for
      all
      attendant fees.

    


    6. Use
      of
      Premises and Repair Obligations.

    


    6.1 During
      the lease term, if Party B discovers that the Premises are damaged or not
      functioning, it should timely notify Party A for repair. Party A shall commence
      repair within 10 days from receipt of Party B’s notice. If repair is not
      commenced within the time period, Party B may commence repair with Party A
      obligated for the expenses. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.2 During
      the lease term, Party B should use and care for the Premises in a reasonable
      manner. If the Premises is damaged as a result of use by Party B that is
      unreasonable or not suitable to the Premises, Party B shall be responsible
      for
      any repairs and related expenses. If Party B refuses to repair, Party A may
      commence repair with Party B obligated for the expenses. 

    


    6.3 During
      the lease term, Party A warrants that the condition of the Premises is both
      suitable for normal use and safe. Party A shall provide Party B with 15-day
      notice prior to commencing any inspection or maintenance of the Premises. During
      maintenance, Party B shall cooperate with Party A, and Party A shall minimize
      the effect on Party B’s use of the Premises.

    


    6.4 During
      the lease term, Party B shall first obtain Party A’s written consent and
      required departmental approvals if Party B requires remodeling or addition
      to
      existing facilities. Any remodeling or addition shall commence only after
      required departmental approvals are obtained. Party B shall be responsible
      for
      all repair and maintenance obligations for any addition to existing
      facilities.

    


    7. Conditions
      of the Premises at the end of the Lease Term.

    


    7.1 At
      the
      end of the lease term, Party B may extend the lease on the same terms as this
      agreement. If the lease is not extended, Party B shall return the Premises
      to
      Party A within 30 days after the end of the lease term. If Party B delays in
      returning the Premises without Party A’s consent, for each day of delay, Party B
      shall pay Party A RMB 0.6 per square meter for use of the Premises.

    


    7.2 Party
      B
      must return the Premises in a condition conforming to normal wear and tear,
      subject to Party A’s inspection. When the Premises are returned, the parties
      must settle all of their respective payment obligations.

    


    8. Termination.

    


    8.1 The
      parties agree that during the lease term, this agreement shall terminate upon
      any one of the following occurrences without further liabilities to any of
      the
      parties:

    


    	(1)  	
            the
              land use rights for the Premises is withdrawn pursuant to
              law;

          


    


    	(2)  	
            the
              Premises are taken under eminent domain; 

          


    


    	(3)  	
            the
              Premises are declared subject to destruction per municipal construction
              requirements;

          


    


    	(4)  	
            the
              Premises are destroyed, damaged by fire or deemed
              hazardous;

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	(5)  	
            Prior
              to entering this agreement, Party A has notified Party B that the Premises
              are subject to security interest, which is now being
              enforced.

          


    


    8.2 The
      parties agree, upon the occurrence of any one of the following, any one party
      may notify the other party in writing to terminate this agreement. The breaching
      party shall pay to the other party an amount equal to twice the monthly rent
      as
      penalty. If the penalty fee is insufficient to cover the damages caused to
      the
      non-breaching party, the breaching party shall additionally pay for the amount
      of damages exceeding the penalty fee:

    


    	(1)  	
            Party
              A does not timely make the Premises available to Party B, and the Premises
              remain unavailable within 10 days after Party B’s
              notice;

          


    


    	(2)  	
            at
              the time Party A turns over the Premises to Party B, the Premises fail
              to
              conform to the terms of this agreement, such that it is not suitable
              for
              Party B’s intended use, or contain unsafe conditions or
              defects;

          


    


    	(3)  	
            Party
              B changes the use of the Premises without Party A’s written consent,
              thereby causing damages to the Premises;

          


    


    	(4)  	
            Structural
              damages to or destruction of the Premises caused by Party
              B;

          


    


    	(5)  	
            Party
              B unilaterally sublease the Premises, or exchange the Premises with
              another party’s premises;

          


    


    	(6)  	
            Party
              B’s untimely payment of rent exceeds three months in the
              aggregate;

          


    


    	(7)  	
            Party
              B fails to satisfy Section 2.2 of this
              agreement.

          


    


    9.
      Breach

    


    9.1 Party
      A
      shall be liable to Party B for any damages resulting from Party A’s failure to
      notify Party B prior to entering into this agreement that the Premises is
      subject to security interest or other restrictions caused by transfer of rights.
      

    


    9.2 During
      the lease term, Party A shall be liable to Party B for any economic harms or
      bodily injuries resulting from Party’s delay or failure to carry out its repair
      and maintenance obligations of the Premises per the agreement.

    


    9.3 During
      the lease term, if Party A unilaterally terminates the agreement and take
      possession of the Premises in advance of a permitted date as described in the
      agreement, Party A shall pay Party B an amount equal to twice the rent amount
      for the number of days in advance of the relevant permitted date of termination.
      

    


    9.4 If
      Party
      B remodels the Premises or adds to existing facilities without Party A’s written
      consent or that exceed the parameter of Party A’s consent, Party A may require
      Party B to (return the Premises to its original condition/pay
      damages).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9.5 During
      the lease term, if Party B unilaterally withdraws from the lease not in
      accordance with the agreement and without Party A’s consent, Party B shall pay
      Party A twice the remaining rent amount through the lease term as penalty for
      breach. Party B shall also be responsible for any of Party A’s damages in excess
      of the penalty amount.

    


    10.
      Miscellaneous.

    


    10.1 The
      terms
      of this agreement may be supplemented jointly by the parties. Any supplemental
      terms and attachments shall be deemed an inseparable part of this agreement,
      with the same legal force and effect. 

    


    10.2 Each
      of
      the parties is entering into this agreement with clear understanding of their
      respective rights, duties and obligations, and will strictly comply with the
      agreement. If any party breaches the agreement, the other party may demand
      penalties in accordance with the agreement. 

    


    10.3 If
      any
      dispute arises between the parties during the term of this agreement, the
      parties should attempt to resolve the dispute amicably. If the dispute cannot
      be
      resolved, any party may initiate legal proceeding at the people’s court in the
      district where the Premises is located. 

    


    10.4 This
      agreement is effective upon the parties’ signature and chop. 

    


    10.5 There
      shall be six copies of this agreement, including attachments, each with the
      same
      force and effect, with the parties each holding 2 copies, the district real
      property transaction center holding 1 copy, and the relevant departments
      collectively holding 1 copy.

    


    Attachment: Attachment
      (1) Diagram of the Premises

    

      
        	
                Party
                  A:

              	
                Shanghai
                  Xin Zhuang Investment Management Co., Ltd. 

              
	
                Legal
                  Representative: 

              	
                Lu
                  Jian-xing

              
	
                Address:

              	
                No.
                  889 Qi Xin Road

              
	
                Postal
                  Code:

              	
                201100

              
	
                Telephone:

              	
                64921394

              
	
                Signature
                  and Chop:

              	 
	 	 
	
                Party
                  B:

              	
                Perfectenergy
                  (Shanghai) Co., Ltd.

              
	
                Legal
                  Representative:

              	
                Chang
                  Feng-ying 

              
	
                Address:

              	
                Building
                  C, No. 679, Shen Fu Road, Xin Zhuang Industrial
                  District

              
	
                Postal
                  Code:

              	
                201108

              
	
                Telephone:

              	
                54427828
                  x 158

              
	
                Signature
                  and Chop:

              	 


      

    

    


    Xin
      Zhuang Village Collective Assets Management Leadership Group:

    


    Signing
      Date:  March
      28,
      2006