Joint
Venture Contract





Article
I  General Provisions





This
Contract is hereby entered into between China Shenghuo Pharmaceutical Holdings,
Inc. and Kunming Tianzhiheng Hotel Management Co., Ltd. for the purpose of
mutual investment in Shenghuo Minglou Hotel at the address of No.2 Jing You
Road, Kunming Economy and Technology Developing District under the principle of
equality and mutual benefits.





Article
II  Definition of Each Party in the Joint Venture





1. The
Parties of this Contract:





China
Shenghuo Pharmaceutical Holdings Inc. (hereinafter referred to as Party A),
registered in Kunming City, with its legal address: No.2 Jing You Road, Kunming
Economy and Technology Developing District.


Name of
legal representative: Gui Hua Lan.


Position:
Chairman of the Board of Directors.





Kunming
Tianzhiheng Hotel Management Co., Ltd. (hereinafter referred to as Party B),
registered in Panlong District, Kunming City, Yunnan Province, with its the
legal address: No. 102, Unit 3, Building 161, Jiangdong Huayuan, Kunming
City.


Name of
legal representative: RONG,  Hua Liu.


Position:
Chairman of the Board.





Article
III   Joint Venture Project-  A Joint Venture
Hotel





2. Both
parties herein agree to set up the joint venture project in Kunming City, Yunnan
Province: (temporarily named) Kunming Shenghuo Minglou
Hotel Co., Ltd (hereinafter referred to as Project Company) in accordance
with the laws and regulations of People’s Republic of China.





3. Name
of the Project Company: Kunming Shenghuo Minglou Hotel Co., Ltd.


The
legal address: No.2 Jing You Road, Kunming Economy and Technology Developing
District, Yunnan Province.





4. The
Project Company must take all activities in compliance with the laws and
regulations of People’s Republic of China.


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5. The
type of the Project Company is Limited Liability Company. Each party shares its
own profit and bears its own risk and loss according to their proportions in
investment.





Article
IV  Purpose of the Joint Venture and its Scope and Scale





6.  The
purpose for both parties to set up this joint venture is to combine the
advantages owed by each party to improve the market competitiveness and enhance
the economic benefit by applying the modern management mode.





7.
Business scope of the Project Company: room service, catering,
entertainment(artistic
performance, KTV, chess and card, Sauna)and fitness,
health-preservation and beauty, conference, drugs, liquor & tobacco, general
merchandise, clothing, jade stone, hardware, calligraphy and painting, artware,
etc.





8.  Scale
of the Project Company:


8.1
Both parties agree the operation scale of the Project Company is only joint
venture of hotel.





8.2 If
Party A intends to expand the scale of operation, Party B will not be involved
in; if Party A needs to use the legal right possessed by the Project Company to
establish franchising or chain store, the Project Company shall provide
technical support for Party A and is entitled to charge certain amount of fees
for the use of franchising right or the joining fee.





8.3 If
Party A needs to include the Project Company and other companies affiliated to
Party A for purpose of bundling listing, it shall get approval from Party
B.  Party B shall legally share or bear the listing profit or risk of
the Project Company.





Article
V  Total Amount of Investment and Investment Proportion, Means of
Contributing Investment and Asset Definition





9. Total
Amount of Investment and Investment Proportion





The
estimated total amount of investment is RMB 105,000,000, among which Party A
will contribute RMB 84,000,000, accounting for 80% of the total investment;
Party B will contribute RMB 21,000,000, accounting for 20% of the total
investment.


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10.  Means
of Contributing Investment


10.1
Contribution made by Party A:




10.1.1
Land use right of the main building, housing ownership (that is, Party A is
contributing its investment by the means of land use right, by which the land
area of hotel and its affiliated facilities, measured at total 20 mu with the
address of No. 2 Jing You Road, of which 10 mu are frontage of the street),
whose price has been negotiated by both parties at RMB 1,100,000 per mu, with a
total price of RMB 11,000,000.





10.1.2
The estimated total price of the main building and its facilities (including
design of the main building of the hotel, geological prospecting, foundation
pile, civil engineering, elevator, central air-conditioning system, system of
heavy current facilities, system of weak current facilities, fire extinguishing
system, pluming & drainage system, cabling system, security monitoring
system, etc.) is RMB 64,000,000 (the final price shall be subject to the
construction contract, report and invoices presented by Party A).





10.1.3
The expense in connection with purchasing hotel goods (including furniture,
sanitary appliance, lamps, kitchen ware, kitchen miscellaneous, dinnerware,
electrical equipment, and stereo equipment, facilities for health-preservation
and beauty, guestroom linen, disposable goods) is estimated at RMB
9,000,000.





The
estimated value included in the above mentioned three items is RMB 84,000,000,
which shall be invested by Party A; at the same time, Party A shall be
responsible for getting the certificates of land use right and housing ownership
as proof of its investment.





10.2
Contribution made by Party B: interior decoration throughout the whole hotel at
the five-star hotel standard and all the physical objects listed
hereunder.





The
estimated value of the decoration is RMB 21,000,000.


10.2.1
Entire interior decoration of hotel lobby, guest room, dinning room, KTV, SPA,
conference room, chess room, etc., also including the doors and
curtains.


10.2.2
Preliminary expenses of the hotel: including staff clothing, printing materials,
promotion of opening up hotel and hosting of a banquet.





The
means of investment contributed by Party B:  advance payment, progress
payment and settlement amount from the construction contracts signed by and
between Party B and the construction company.





10.3
Current liquid capitals are estimated at RMB 1,000,000, which shall be deposited
to the project company’s account three months prior to the opening of the hotel
by both parties appropriately according to their investment proportion to the
Project Company. This capital shall be primarily used as start-up costs of the
hotel and expenses for employees’ wages.


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11. Asset
Definition


After
each party makes contributions for the registration of the Project Company, both
parties shall co-owe the property right according to their investment
proportions, and their assets certificates (such as certificate of land use
right, housing ownership and other certificates for asset registration) shall be
kept by board of directors of the Project Company.





In
addition, the total investment amount contributed by both parties shall be
determined by the final settlement payment verified by the accounting firm and
record each party’s equity under the proportion described in the enclosed
documents as well as the article of association. Each party shall contribute its
investment in appropriate portion, Party A accounts for 80% and Party B accounts
for 20%, and insufficiencies shall be made up in cash by each party. This part
of investment shall be paid before December 31, 2010, accompanying with an audit
report.





12. The
total investment contributed by both parties is temporarily fixed at RMB 105
million which shall be the registered capital of the Project
Company.





13. The
transfer of all or part of its investment to the third party made by party A or
Party B shall be consent from the other party and shall be approved by the
relevant authority.





When one
party intends to transfer all or part of its investment, the other party shall
have precedence in accepting transfer offers.





Article
VI  Liabilities for Each Party





14. Both
parties are responsible for the following matters:





Party A’s
Liabilities:


1)
Be responsible for getting the approval of application, registration, and
picking up the business license from the relevant authorities.





2)
Be responsible for getting certificates of land use right and housing ownership
for investment contribution.





3)
When Party A is handling the procedure of housing registration, if it is
necessary to change the land use into commercial use, then the expenses arising
out of the change of nature of the land shall be based on the negotiated price
of RMB 1.1 million per mu agreed by both parties. As to the part of expense
which exceeds the base number, each party shall be responsible for the extra
amount according to their investment proportions.


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4)
Assisting Party B in preliminary work of opening up the hotel.





5)
Be responsible for other matters entrusted by the Project Company.





Part B’s
Liabilities:


1) Be
responsible for the layout of the whole hotel, ensuring that there is no need to
make entire adjustment to the layout within reasonable life span.





2) Be
responsible for preparing the establishment of the hotel and its entire
management.





3) Be
responsible for the star-level assessment of the hotel, ensuring to get the
standard certification above four-star.





4)
Assisting Party A in getting the business license.





5) Be
responsible for other matters entrusted by the Project Company.





Note:
Each party shall get relevant certificates and the assessment and verification
from an accounting firm. All of those real estates, fixed assets and current
liquid capitals shall be owed by the Project Company after the registration, and
each party will possess its own ownership and use right to assets of the Project
Company by their investment proportion.





Article
VII  Management of the Project Company





15.
Considering the advantages of each party, the Project Company shall be managed
by Party B and if necessary, one year after its formal operation, the Project
Company may submit an application to relevant authorities for the assessment of
four-star hotel. Within the future three years, the Project Company is expected
to be built into a brand hotel, with an occupancy rate 10% (including 10%)
higher than the average rate of those hotels at similar level in the same
city.





16.The Centre for
Health-Preservation and Beauty affiliated to the Project Company shall be
operated by Party A or under Party B’s management. Party A shall provide
technical personal and operation process, and the economic benefit shall not be
lower than that of the Project Company in other districts.





17. Party
A is allowed to promote its products within the Project Company, and shall pay
the relevant expenses under certain proportion.


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Article
VIII  Establishment of Joint Management Committee for the Project
Company





18. The
Project Company will establish a joint management committee to perform the
rights of board of shareholders and board of directors of the Company. The date
of the establishment of board of directors of the Project Company will be
commenced on the same date of the registration of the Project
Company.





19. The
board of directors is organized according to the investment proportion,
consisting of 7 directors (5 of which are appointed by Party A, 2 by Party B).
One candidate appointed by Party A shall take the position of Chairman, while
another candidate appointed by Party B shall take the position of Vice Chairman.
Both the term of director and chairman lasts for four years, which may be
extended to another four years under the appointment. Meanwhile, the board of
supervisors consisting of three members shall also be established, 2 members
shall be appointed by Party A, 1 by Party B.  One member appointed by
Party A shall take the position of Chief Supervisor.





20. The
board of directors constitutes the supreme power of the Project Company by
making decision on all material issues. All material issues shall be decided
upon the approval of two thirds of the board of directors. Other issues shall be
decided upon the approval of half of the board or a simple approval. As to the
definition of material issue please refer to Article 33 of The Implementation
Rules for Law of the People’s Republic of China on Chinese-Foreign Equity Joint
Ventures. Description on Article 33 is as below:





Article 33  The
following issues shall be decided by unanimous consent of the directors
presented in the board conference:


1)
Amendment to the charter of equity joint venture





2)
Termination or dissolution of the equity joint venture





3)
Increase or decrease of registered capital of the equity joint
venture





4)
Merge or separation of the equity joint venture





Other
issues can be decided by Rules of Procedure prescribed in the charter of equity
joint venture.





Note: All
the issues described in this Contract don’t fit to the above mentioned items.
So, any material issues contradicting to any provision under this Contract shall
be subject to the terms of this Contract.





21.
Chairman is the legal representative of the Project Company. Where Chairman
fails to perform his duty for any reason, the vice chairman or any of those
directors may perform on his behalf under his authorization.


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22. Board
meeting shall be held at least one time each year, which shall be convened and
presided by the Chairman. Temporary board meeting shall be held in condition
that more than one third of those board members proposed to do so. Minutes of
those meetings shall be filed and retained for record. Directors who are
proposing to hold a special meeting shall submit the proposal 10 days in advance
to the Chairman, so that the Chairman can notify other members of the board of
directors to attend the meeting.





Article
IX  Business Management Office





23. A
Business Management Office shall be established in the Project Company for daily
operation and management. In this office, one candidate recommended by Party B
shall take the position of General Manager; one candidate recommended by Party B
shall be the Vice-General Manager. Both General Manager and Vice-General Manager
shall be engaged by the board of directors with a term of four years. This term
can be renewed.





24.
General Manager shall perform his duty by executing all kinds of decisions made
by the board meetings, handling daily operation and management of the project
company. Under the authorization of board of directors, General Manager shall
perform on behalf of the Project Company to the outside and inside affairs of
the Company, he shall perform his duty of appointing or dismissing the employee
as well as other duties. The Vice-General Manager shall assist the work of
General Manager.





Several
department managers or chief executives shall be appointed in the Office and
each shall perform his duty to deal with issues designated by General Manager
and Vice-General Manager.





25.
General Manager or Vice-General Manager are found committing an act of graft or
serious dereliction of duty, the board of directors may deal out punishment on
them upon proposal.





Article
X   Labor Management





26. The
issues related to engagement and dismiss of the Project Company’s employees as
well as their wages, welfares, rewards and punishments shall be practiced
according to the rules of the Labor Law of the People’s Republic of China, the
Labor Contract Law of the People’s Republic of China and Hotel’s Employee Rules
and Regulations.


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27.  The
salaries of senior management appointed by each party shall be discussed and
determined at the board meeting.





Article
XI  Tax, Financial and Auditing Issues





28. The
Project Company shall pay taxes according to state laws, rules and
regulations.





29.
Employee of the Project Company shall pay individual income tax according to
State Law on Individual Income Tax.





30. The
Project Company shall set aside statutory common reserve fund or funds for a
discretionary common reserve fund according to the laws, it may also set aside
reserve funds, funds for enterprise development and incentive funds for employee
welfare. Except for the statutory common reserve funds, the proportion of
setting aside all the other funds shall be determined by the board of directors
depending on the Company’s operation condition.





31.  Financial
staff of the Project Company consists of an officer appointed by Party A and
other members appointed by management of the Company at its will.





32. The
annual financial statements of the Project Company shall date from January 1 to
December31 each year, all of those vouchers, documents, statements and account
books shall be filed.





33. A
qualified accounting firm shall be engaged by both parties to perform the annual
auditing of the financial statements, and the annual auditing report shall be
submitted to the board of directors, shareholders of the Project Company and the
general manager. All of those expenses on auditing shall be borne by the Project
Company.





34. At
the beginning of each year, the representative in charge of the Company’s
operation must sign a Responsibility Agreement on Operating Objects with the
board of directors for which to review the Company’s operating results at the
end of each year and consider the practice of awards or
punishments.





Article
XII   Insurance





35. The
Project Company shall buy its insurance coverage at formal and legal insurance
companies, and the insurance type and value shall be determined by the board of
directors.


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Article
XIII  Amendment, Change and Termination of the Contract





36. The
amendment to this Contract and its enclosed documents shall only take effect
after both parties have reached a written agreement on the amendment and the
application for amendment has been approved by the original approval authority,
except for those amendments no need to get approval from relevant state
authorities.





37. In
event of the Project Company failure to perform this Contract due to force
majeure or that the Company getting the loss year by year and becoming incapable
of continue operation, it shall be allowed to terminate the term of joint
venture operation ahead of schedule and clean up the assets under the agreement
reached by the board of directors and upon the approval of original examination
and approval authority.





38. The
change of legal representatives of each party shall not affect the performance
of this Contract.





Article
XIV  Liability for Breach of Contract





39. In
event of the Project Company failure to practice normal operation due to one
party’s nonperformance of its duty as prescribed in this Contract and enclosed
documents as well as the Charter of Project Company or material violation of
provisions in this Contract and enclosed documents as well as the Charter of
Project Company, this party shall be liable for breach of contract . The
observant party is entitled to seek claim from the default party for indemnity
and the default party shall compensate the relevant damages to the observant
party and the Project Company.





40. If
any party fails to fulfill the investment as prescribed in Article 5 of this
Contract and causing a problem of the normal planning and operation of the
Project Company, the default party shall be responsible for breach of contract
and all economic damages caused herein.





41. If
this Contract and its enclosed documents fail to be performed or completely
performed due to the default of one party, it shall be the default party’s
liability and bear all the economic damages caused herein.





Article
XV  Force Majeure





42. If
this Contract fails to be performed or performed as prescribed directly due to
the earthquake, typhoon, flood, fire, war and other unforeseeable accident of
force majeure which occurrence and results may not be prevented or avoid, both
parties shall decide whether terminate the Contract or partly release the
performance of this Contract, or delay the performance of this Contract through
negotiation based on the influence of accident on the performance of this
Contract.


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Article
XVI  Resolution of Disputes





43. All
disputes arising from the performance of this Contract or any disputes relating
to this Contract shall be resolved through friendly negotiation. Any dispute may
not be resolved by negotiation shall be submitted to Kunming Arbitration
Committee for arbitration. This arbitration shall be final and binding on both
parties.





44.
During the arbitration, the Contract shall be enforced by both parties except
for the matters in dispute.





Article
XVII  Effect of the Contract and Other Items





45. Any
supplementary agreements attached to this Contract, including but not limited to
the Charter of the Project Company, shall constitute part of this Contract and
have the same legal force.





46. This
Contract and its enclosed documents are made in 5 copies; 2 copies for each
party, one copy is kept by the Project Company. This Contract and its enclosed
documents take effect upon the date of signing.





47. If
one party notifies the other party regarding the matters relating to the rights
and obligations by telex, telephone, it shall be notified in written, otherwise
it shall be regarded as not notified.





48. This
Contract is entered into by authorized representatives of both parties on March
23, 2010, at No.2 Jing You Road, Kunming Economy and Technology Developing
District.





Party A:
Kunming Shenghuo Pharmaceutical (group) Co., Ltd


Signature:
Gui Hua Lan


Seal





Party B:
Kunming Tianzhiheng Hotel Management Co., Ltd


Signature:
Rong Hua Liu


Seal





Date:
March 23, 2010


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