Exhibit 10.1


     

    Exhibit
      10.1


    Processing
      Agreement

    


    This
      agreement is entered into by and between the Wine Company of the Jiangxi Taina
      Nanfeng Orange Limited (hereinafter called ‘the Jiangxi Taina’) and the Shenzhen
      Loulan Red Wine Limited (hereinafter called ‘the Loulan Red Wine’).


    


    Both
      parties have signed, and shall abide by, this agreement on the requirement
      of
      the Loulan Red Wine for wine processing by the Jiangxi Taina, based on mutual
      benefits and development. 

     

    I.
      Term
      of processing: from February 1, 2007 to February 1, 2008.

     

    II.
      Annual processing capacity: to be based on the orders of the Loulan Red Wine,
      with a minimum yearly amount of no less than RMB 30 million yuan. 

     

    III.
      Varieties and unit price

     

        1.
      6# Dry Red
      Wine: RMB 11.3 yuan/bottle, and RMB 67.8 yuan/case (750ml x 6), in grinded
      bottles.

        2.
      Specialty
      Wine (dry red): RMB 10 yuan/bottle, and RMB 60 yuan/case (750ml x 6)。

        3.
      8.5#
      (dry red): RMB 8 yuan/bottle, and RMB 48 yuan/case (750ml x 6).

        The
      Loulan
      Red Wine shall provide trademarks in three types, and the Jiangxi Taina shall
      print external packing cases and provide accessories, such as bottles, caps,
      plugs and labels, according to the requirements of the Loulan Red Wine.


     

    IV.
      Quality requirements and technical standard

     

    The
      Jiangxi Taina shall ensure the products it processes to meet the national
      standard of GB /T15037-94.

     

    V.
      Transport method and expense distribution

     

    The
      Jiangxi Taina shall be liable for transportation and payment of the freight,
      and
      shall make the shipment within 7 days after the payment by the Loulan Red Wine,
      with the date of shipment to be acknowledged according to the
      invoice.

     

    
      
         

      

      
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    VI.
      Delivery 

     

        1.
      The Loulan
      Red Wine shall inform the Jiangxi Taina its production plan 10 days in advance,
      and sign a specified production order, each with a minimum of 1,000 cases.
      The
      Loulan Red Wine shall be liable for payment of the extra part of the freight
      or
      RMB 0.25 yuan/bottle, if each order contains less than 1000 cases. The Jiangxi
      Taina shall arrange its production according to the production plans and orders
      provided by the Loulan Red Wine.

     

    VII.
      Settlement

     

        1.
      The Loulan
      Red Wine shall pay 50% of the full ordered amount in advance, after signing
      a
      production order. The Jiangxi Taina shall prepare the products and inform the
      Loulan Red Wine within one week (or 15 days for new products) after receiving
      the payment made by the Loulan Red Wine. The Jiangxi Taina shall make the
      shipment after receiving the due outstanding.

        2.
      The prices
      offered by the Jiangxi Taina shall be based on CIF (pre-tax price).

     

    VIII.
      Rights and obligations of both parties

     

        1.
      The Loulan
      Red Wine shall have to meet the requirements for wine storage and management
      in
      the process of warehousing and sales of wine. Otherwise, the Jiangxi Taina
      shall
      not be liable for any deterioration thereof. The Jiangxi Taina shall be liable
      for any quality problem arising out of the reasons other than the failure to
      meet the above requirements, and for any return or replacement. 

        2.
      Any third
      party shall not be involved in the products made through the cooperative efforts
      between the Loulan Red Wine and the Jiangxi Taina and in printing and
      utilization of packing, or the Loulan Red Wine shall bear full responsibilities.
      The Jiangxi Taina shall not use the trademarks provided by, and the packing
      printed for ordering by, the Loulan Red Wine without prior permission.


        3.
      The Loulan
      Red Wine shall be liable on its own for any economic dispute and legal
      responsibility arising in the process of operations of the products it requires
      to be made by the Jiangxi Taina, and any problem in product quality shall be
      dealt with according to the rules made in the foresaid articles. 

     

    IX.
      During the term of this contract, both parties shall make sure the normal
      fulfillment of the agreement based on the principle of mutual understanding,
      and
      shall negotiate to settle any dispute. 

     

    X.
      This
      contract shall be made in duplicate, each maintaining one of the copies, and
      shall come into force since the date when it is signed and sealed by both
      parties. 

    
 

    


    


    Jiangxi
      Taina (Corporate chop) Loulan Red Wine (Corporate Chop) 

    


    Signed
      by
      representative:    Signed
      by
      representative: 

    


    


    Date:
      Jan. 23, 2007     Date:
      Jan. 23, 2007

     

    
 

    
      
         

      

      
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