Exhibit 10.10
(English
Translation)
Luochuan Apple Land Lease and
Joint Development Contract
Outsourcer ("Party A"): Apple
Association of Kuibai Town, Luochuan County, Shanxi Province
(Representative party for the local farms)
Contractor ("Party B"): Guangzhou
Organic Region Agriculture Co. Ltd.
General
Provisions
1.
The Parties enter into this contract (the
"Contract") based on the principles of equality, voluntariness,
negotiation and agreement to specify the rights and obligations of
the Outsourcer and the Contractor.
2.
Cooperation Methods
Party A shall first contract the land which
Party A shall enjoy (or is authorized to enjoy) the legal rights of
ownership, use and disposal of to Party B at the agreed price.
Then Party B shall entrust Party A to operate and manage the
contracted land and Party A shall deliver the agricultural products
produced from the contracted land to Party B with payment.
3.
Subject Matter of this Contract
The land plot contracted to Party B from Party A
is located at Kuibai Town, Luochuan County, Shanxi Province with an
area of 30,130 mu . The land contracted by Party B
hereunder includes the current crops planted on the land, while the
underground resources and objects buried underground are excluded
from the contracted scope.
4.
Contract Term
The Contract term hereunder is 25 years from
June 1, 2005 to May 30, 2030.
5.
Contract Fees
Party B agrees to pay Party A the contract fees
(rental) in a lump, averagely RMB 1,300 yuan/ mu , RMB 52
yuan/ mu / year . The total contract fee is RMB
39,169,000 (the actual incurred fees list shall prevail).
6.
Method and Term of the Payment
Party B shall pay Party A the aforementioned
contract fees in cash (or remit to the bank account designated by
Party A) by December 31, 2005 upon the execution of this Contract.
The payment will be verified by the special receipts issued
by Party A to Party B. When all the specified contract fees
are paid off, the Parties shall organize a settlement to confirm
that the contract fee is received in full.
Rights of Party A
7.
Party A is entitled to negotiate with Party B on
the development of the crops, upgrade of the products and
independently organize the production under the condition of
improving the product quantity or quality.
8.
Party A is entitled to collect all the specified
contract fees from Party B on time.
9.
Party A is entitled to accept Party B’s
entrustment to operate and manage the land hereunder (it is also
practicable to be managed by Party B) as long as Party A does not
change the use of the contracted land. Given satisfaction to
the other terms and conditions, Party A does not need to pay Party
B the land contracting management fee during the contract term, and
Party B does not need to pay Party A the land operation and
management fee either. Any and all the agricultural products
produced from the land shall be owned by Party A.
10.
Party A is entitled to deliver the agricultural
products produced from the contracted land to Party B for payment
according to the local market price.
11.
Other rights stipulated by laws and
administrative regulations.
Obligations of Party A
12.
Party A shall retain Party B’s rights to
contract the land for operation and management. Party A shall
not illegally modify or rescind this Contract.
13.
Party A shall be responsible for organizing the
production, picking and product warehousing for the agricultural
products produced from the contracted land in accordance with Party
B’s unified planning and promptly arrange the supply of the
agricultural products as per Party B’s purchase orders within
this region.
14.
Party A shall reasonably guarantee that Party B
enjoy the priority for supplying the agricultural products produced
from the contracted land. Party A and the engaged land
manager shall not sell the agricultural products of the same type
produced from this region to any third parties, unless that Party A
has already fully supplied the agricultural products in accordance
with Party B’s purchase orders during the same period.
15.
Party A shall assist Party B in mutually
planning the long term development of the agricultural products
from the contracted land, establishing the supply base of the
agricultural products within this region, transforming or upgrading
the products, establishing the product
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