Exhibit 10.26
Land-Use Right and Building Lease Agreement
This agreement
is entered into on this twenty-second day of
February, 2005 in
Tai'an City,
Shangdong Province, China by and
between the following two parties:
Party A: Shandong Bangsheng Chemical Co., Ltd.
Registered Address: No. 342, Lingshan Street, Tai'an City
Party B: Shangdong Shengda Technology Co., Ltd.
Registered Address: North Tip of the Economy & Trade Corridor,
Xintai City
WHEREAS:
In accordance with relevant stipulations of real estate laws
and regulations of
China, the
two parties, after friendly negotiation, hereby conclude the
following agreement
with regard to matters concerning to Party B's leasing
land-use right and building to Party A:
Article 1 Area and Use of Lease
1. Party B
agrees to lease its land-use right of the following land (" the
Land ") to
Party A; Party A agrees to rent the Land and to pay the
corresponding
consideration pursuant
to relevant provisions of this
Agreement.
Party B has obtained
the land-use
right as of March 26,
2004
with a
50-year tenure of use. Party A agrees to abide by the stipulations
in the
State Land Use Right Granting Contract entered into by and
between
Party B
and relevant land administrative authority in Tai'an City.
Location
of the Land: No. 342, Lingshan Street
Land Area:
[63,935.58] sq.m.
[Note: If the actual leasing area is smaller
than the
area described
in the following land-use right certificate,
please
describe the leased land in detail]
Land-use
Right Certificate No.: Dai Yue Guo Yong (2004) Zi No. 0175
Use of the
Land: For Industrial Purpose
2. Party B
agrees to lease the following building of its ("the Building")
to
Party
A; Party A agrees to rent the Building and pay corresponding
consideration
pursuant to relevant provisions of this Agreement.
Location
of the Building: No. 342, Lingshan Street, Tai'an City
Building
Area of the Leased Building: [18,896.56] sq.m. in total.
[Note:
<PAGE>
If the
actual leasing
area is smaller than the area described in the
following
building ownership certificate, please describe the leased
land
in
detail.]
Building
Ownership Certificate No.: Tai Fang Quan Zheng Zi No.120985
-
120992
Structure
of the Building: [Brick and Concrete]
Use of the
Building: [Office]
[Note: Please be in accordance with the use
of
the Building listed in the above-mentioned Building Ownership
Certificate]
3. The
production and operation activities carried out by Party A
within the
boundaries
of the leased land and building shall be confined to the
registered
use set forth in the Land-Use Right Certificate as well as the
Building
Ownership Certificate. Should the use need to be changed,
the
consent
shall be required
from the lessor before
any revision is done to
this
Agreement,
in addition to the
approval of relevant
authorities of
land and
housing administration.
Article 2 Leasing Term
1. Unless
both parties decide or one party decides to terminate this
Agreement
pursuant to other provisions of this Agreement, the leasing
term
of
land-use right and the building shall both be three (3) years,
commencing
from December 15, 2004 and ending on
December 14, 2007.
Both
parties
irrevocably
agree that, after the
expiration date of the leasing
term,
Party B has the right
to choose to extend
the leasing
term for 3
more
years, within which the rental shall be determined by the two
parties
according
to the Real Estate Rent Evaluation Report provided by an
independent certified
public accountants' firm entrusted by the two
parties.
However, the rental during the extended leasing term shall be
maximumly
5% higher than that during the previous 3-year leasing term.
2. When
the leasing term extended pursuant to the previous provision
expires,
Party B
has the right to extend the leasing term yet again (the rental
shall be
determined
according to the
method stipulated
in the previous
provision). The same shall be applied indefinitely and the lease
shall not
be subject
to a fixed number of years.
3. Be that
as it may otherwise stipulated, the two parties irrevocably
agree
that
Party B has the
right to terminate this Agreement at any time;
however,
Party B should
notify Party A in writing with a three-month
advanced
notice.
4. Party A
irrevocably
grants party B the right to decide to
purchase the
leased
equipment on its own during the term of this
Agreement.
In the
determination of the price of the leased equipment, the two parties shall
<PAGE>
jointly
entrust an
independent
certified public accountants' firm to
evaluate
the market value of
the leased equipment
and the result of
the
evaluation
shall be the price of the leased equipment.
5. After
the execution
of this Agreement,
