Unassociated Document

  

    Exhibit
10.5

    


    
      Premises
Lease Contract

    

    


    This
Premises Lease Contract (“Contract”) is entered into by
and between:

    


    Lessor (“Party A”):
Shishi Feiying Plastic Co., Ltd.

    


    And

    


    Lessee (“Party B”):
Shishi Fengyuansheng Weaving Co., Ltd.

     

    This
Contract is made and entered into by and between Party A and Party B with
respect to the leasing of the premises hereunder in accordance with the Contract Law of the People’s
Republic of China, the Law of the People's Republic of
China on Administration of the Urban Real Estate and other relevant laws
and regulations under the principles of equal footing, free will and mutual
consultations.

     

    Article
1   Lease of Premises:

    


    Party A
leases to Party B the standard plant building D, located in Jiulongshan
Development Zone, Hanjiang, Shishi, covering an area of 5,169.93 m2, and 20
dormitory rooms (the areas shall be determined based on the site confirmations),
for purposes of knitwear-making plants, offices and dormitories of the
employees.

     

    Article
2    Terms of Lease:

    


    The term
of lease shall be from July 1st, 2008
to December 31st,
2011.

     

    Article
3    Rentals, Deposits, Relevant Expenses and Payment
Method:

    


    
      	
              1.

            	
              The
      rentals shall be calculated based on actual rental areas. In the year
      2008-2009, the rentals shall be RMB 6.0 Yuan/m2
      (excluding taxes); however, the rentals shall get an increase of 0.5
      Yuan/m2
      based on the level in 2009 for each year since
  2010;

            


    

     

    
      	
              2.

            	
              A
      deposit of 20,000 Yuan shall be paid by Party B to Party A upon the
      signing of this Contract and shall be refunded after the termination of
      this Contract and Party A’s acceptance of the premises and auxiliary
      facilities;

            


    

     

    
      	
              3.

            	
              Declaration
      of taxes and expenses such as housing property tax etc incurred during the
      term of lease shall be made by Party B in accordance with taxation
      regulations. If Party B fails to make tax declarations in time, all
      economic consequences and legal liabilities shall be assumed by Party B
      and are not related to Party A; the land use tax shall be borne by Party
      A.

            


    

     

    
      	
              4.

            	
              The
      rentals shall be paid every four months during the contract period. The
      rentals for the first four months shall be paid on the day on which this
      Contract is signed and rentals for the next four months shall be paid 30
      days prior to the expiration of the first four months, and the rest shall
      be done in the same manner.

            


    

     

    
      	
              5.

            	
              All
      water and electricity fees incurred during the lease term shall be paid by
      Party B to Party A in real terms;

            


    

     

    Article
4   Repair and Maintenance Obligations:

      

    If the
plant building and auxiliary facilities need examinations and repairs by Party A
during the term of lease, Party B shall show cooperation with this regard. If
the plant building suffers natural damages, the repair and maintenance fees
shall be borne by Party A; if not, the fees shall be borne by Party
B.

      

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Article
5  Alterations:

    


    
      	
              1.

            	
              If
      the ownership of the premises is transferred to a third party by Party A,
      this Contract shall remain effective to the new owner of the premises and
      Party B. If the third party fails to perform this Contract, Party A shall
      pay a compensation of 500,000 Yuan to Party
B.

            


    

     

    
      	
              2.

            	
              If
      Party A intends to put the premises for sale, Party B shall be informed 3
      months in advance. In the event of all things being equal, Party B has the
      preferential right to purchase the
premises.

            


    

     

    Article
6  Liabilities for Breach of Contract:

    


    
      	
              1.

            	
              If
      Party A fails to deliver the premises to Party B for use in time, 200.00
      Yuan/day per building shall be paid by Party A as the liquidated
      damages;

            


    

     

    
      	
              2.

            	
              If
      Party A fails to do the repair and maintenance to the premises upon expiry
      of 20 days after receiving Party B’s written notice, Party A shall pay to
      Party B 500.00 Yuan per building as the liquidated
  damages;

            


    

     

    
      	
              3.

            	
              If
      Party B delays in paying the rental for more than 7 days, Party A has the
      right to cut off the electricity and water supply or even terminate this
      Contract unilaterally and take all possible actions to recover all rentals
      and charge an overdue fine at 0.3% of daily rental on a daily
      basis.

            


    

     

    
      	
              4.

            	
              If
      Party B transfer the premises to a third party for use without Party A’s
      prior consents or makes use of the premises to engage in any illegal
      activities, Party B shall pay to Party A 20,000.00 Yuan as the liquidated
      damages and bear all legal responsibilities and economic losses arising
      therefrom.

            


    

     

    
      	
              5.

            	
              If
      Party B alters the structure of the premises without Party A’s prior
      consents, Party A has the right to request Party B to restore the premises
      and claim compensation from Party
B.

            


    

     

    Article
7  Exceptions from Liability:

      

    If the
premises are damaged and Party B suffers losses as a result of the Force
Majeure, neither Party A nor Party B shall take any
responsibilities.

     

    Article
8  Dispute Resolutions:

    Any
dispute arising from or in the performance of this Contract shall be settled
through amicable negotiation between the parties; if such negotiation fails, any
of the parties may bring a lawsuit to the People’s Court where at the location
of the premises.

     

    Article
9  Other agreed Issues:

    


    
      	
              1.

            	
              Social
      and legal responsibilities and obligations shall be assumed by Party B
      itself in its production and operation process, and Party A shall bear no
      part of the aforementioned responsibilities and
    obligations.

            


    

     

    
      	
              2.

            	
              The
      transformer and the switchboard provided by Party A for the convenience of
      Party B shall be maintained and repaired by Party B, and Party A shall not
      be responsible for any costs and repair fees etc arising therefrom during
      the contract period.

            


    

     

    
      	
              3.

            	
              If
      Party B fails to find another appropriate plant building upon expiration
      of the lease term, Party A may consider extending the contract period for
      the convenience of Party B.

            


    

     

    
      	
              4.

            	
              The
      parties shall at least 45 days prior to the expiration of the lease period
      notify each other in writing if they intend to terminate this Contract or
      renew the lease.

            


    

     

    
      	
              5.

            	
              If
      Party A finds the premises and auxiliary facilities are damaged in the
      course of inspection upon the termination of this Contract, Party B shall
      be responsible for the repairs and compensation for the
      damages;

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    This
Contract comprising of three pages shall be made out in duplicate, each of which
shall have the same force and effect, and each party shall hold one copy
respectively. This Contract shall come into effect after it is signed by the
parties.

    



    
      	
              Lessor:
      Shishi Feiying Plastic Co., Ltd.   

            	
              Lessee:
      Shishi Fengyuansheng Weaving Co., Ltd

            
	
              Address: Jiulongshan
      Development Zone, Hanjiang  

            	
              Address: Longshan
      Development Area, Hanjiang

            
	
              Legal
      Representative: Wu
      Licong          

            	
              Legal
      Representative: Cai Jin’an

            
	
              Tel:
      0595-88680828                         

            	
              Tel:
      13905961866

            
	
              Signing
      Place: Feiying
      Company       

            	
              Signing
      Place: Feiying Company

            
	
              Signing
      Date: February 15,
      2008       

            	
              Signing
      Date: February 15, 2008