Unassociated Document


    Production
Agreement

     

    Party A:
Tonghua Linyuan Grape Planting Co, Ltd

     

    Party B:
Tonghua Jinyuanshan Winery

     

    Party B
agrees to produce mountain grape wines for Party A. Both parties have reached
the following terms based on the mutually beneficial principles:

     

    
      	
               
      

            	
              1.

            	
              Product
      Names:  Pearl in Snow Wine; Ice
Wine.

            


    

     

    
      	
               
      

            	
              2.

            	
              Prior
      to production, Party A shall provide production guidelines and obtain
      approval from the city inspection
department.

            


    

     

    
      	
               
      

            	
              3.

            	
              Party
      A shall notify the supervision department a week in advance for every
      batch of production.

            


    

     

    
      	
               
      

            	
              4.

            	
              Party
      A shall supply all the production materials including bottling and
      packaging and other related materials. If it is necessary for Party B to
      supply other materials, the terms will be negotiated
      separately.

            


    

     

    
      	
               
      

            	
              5.

            	
              Party
      A shall  assign technical and inspection personnel to monitor
      the production and quality. Party B shall deliver the products according
      to Party A’s production standard. All products must meet state
      standards.

            


    

     

    
      	
               
      

            	
              6.

            	
              Product
      s Health Standard: Party B must meet health standards set by the
      State.

            


    

     

    
      	
               
      

            	
              7.

            	
              Products
      quality: Party B must meet the quality standard set by Party A, in
      accordance with  QB/1982-94 grape wine production standard
      requirement.

            


    

     

    
      	
               
      

            	
              8.

            	
              Confidentiality
      Clause: Party A provides production related technical information. Party B
      is required to keep the information confidential.  The rights to
      the products logo and packaging designs are owned by Party A. Party B
      cannot use them for its own
purposes.

            


    

     

    
      	
               
      

            	
              9.

            	
              Products
      Safekeeping: After final inspection of the products, products can be kept
      temporarily at Party B’s facility for up to one month. Party A must ship
      out the products within one month.

            


    

     

    
      	
            	
              10.

            	
              Product
      defect allowance: Party B is allowed to have  5% wine production
      defect rate; 0.3% on labeling and packaging; and 0.5% on bottles. If the
      bottle damage was caused by delivery, Party B will not be responsible for
      the damage.

            


    

     

    
      	
            	
              11.

            	
              Processing
      fee and calculation:  Party A pays Party B RMB 1 per bottle for
      bottling Pearl in the Snow wine, and RMB 1.50 per bottle for bottling Ice
      Wine.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	
              12.

            	
              Party
      A provides Party B the information on ingredient contents, origin of the
      raw materials and their sales
region.

            


    

     

    
      	
            	
              13.

            	
              Production
      Preparation: Party A shall provide all the raw materials, packaging
      materials and the quantity of production to Party B 10 days in advance of
      production.

            


    

     

    
      	
            	
              14.

            	
              Duration
      of this Contract: This contract is valid from May 20, 2009 to May 19,
      2012. If there is any dispute beyond negotiation, it will be mediated by
      the local arbitration authority.

            


    

     

    
      	
            	
              15.

            	
              This
      contract will be effective after both parties have pressed their seals on
      two copies. Each party has possession of one copy. Each copy has the same
      force of law.

            


    

     

    
      	
            	
              16.

            	
              Party
      A subcontracts Party B to produce under Party B’s National Industrial
      Production permit.  Party A shall name Party B on its labels
      (after city quality inspection’s
approval).

            


    

     

    
      	
            	
              17.

            	
              If
      there are any taxes incurred by Party B for processing Party A’s wines,
      Party A is liable for paying these
taxes.