Exhibit
10.3

       

      
        UNOFFICIAL ENGLISH TRANSLATION

         

      

    

    Dated January 29,
2009

     

    
      
        

      

       

    

    Cooperative
Joint Venture Contract

    


    of

    


    Guangzhou
AWA Wine Co. Ltd.

     

    
      
 

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    CONTENTS

     

    
      
        
          	
                  1.

                	
                  GENERAL
      PRINCIPLES

                	
                  1

                
	 
      	 
      	 
      
	
                  2.

                	
                  PARTIES
      TO THE CONTRACT

                	
                  1

                
	 
      	 
      
	
                  2.1        The
      Parties

                	
                  1

                
	 
      	 
      	 
      
	
                  3.

                	
                  ESTABLISHMENT
      OF THE COMPANY

                	
                  2

                
	 
      	 
      
	
                  3.1        Basic
      Information of the Company

                	
                  2

                
	
                  3.2        Compliance
      with PRC Laws

                	
                  2

                
	
                  3.3        Liability
      and Risk

                	
                  2

                
	 
      	 
      	 
      
	
                  4.

                	
                  PURPOSE,
      SCOPE AND SCALE OF BUSINESS

                	
                  3

                
	 
      	 
      
	
                  4.1        Purpose
      of Business

                	
                  3

                
	
                  4.2        Scope
      of Business

                	
                  3

                
	
                  4.3        Scale
      of Business

                	
                  3

                
	 
      	 
      	 
      
	
                  5.

                	
                  REGISTERED
      CAPITAL AND TOTAL INVESTMENT AMOUNT

                	
                  3

                
	 
      	 
      
	
                  5.1        Registered
      Capital and Total Investment Amount

                	
                  3

                
	
                  5.2        Payment
      of Contribution Amount

                	
                  3

                
	
                  5.3        Capital
      Verification

                	
                  3

                
	
                  5.4        Shareholding
      Percentage of Each Party

                	
                  4

                
	 
      	 
      	 
      
	
                  6.

                	
                  USE
      OF THE CONTRIBUTION AMOUNT

                	
                  4

                
	 
      	 
      	 
      
	
                  7.

                	
                  TRANSFER
      OF EQUITY INTERESTS

                	
                  4

                
	 
      	 
      
	
                  7.1        Restrictions
      on Transfer

                	
                  4

                
	
                  7.2        Right
      of First Refusal

                	
                  4

                
	
                  7.3        Pre-emptive
      Right upon Capital Increase of the Company

                	
                  5

                
	
                  7.4        Put
      Option upon Breach

                	
                  7

                
	 
      	 
      	 
      
	
                  8.

                	
                  
                    [RESERVED]

                  

                	
                  7

                
	 
      	 
      	 
      
	
                  9.

                	
                  BOARD
      OF DIRECTORS

                	
                  7

                
	 
      	 
      
	
                  9.1        Formation
      of the Board of Directors

                	
                  7

                
	
                  9.2        Composition
      of the Board of Directors

                	
                  7

                
	
                  9.3        Powers
      of the Board of Directors

                	
                  8

                
	
                  9.4        Convening
      of the Board Meetings

                	
                  9

                
	 
      	 
      	 
      
	
                  10.

                	
                  OPERATION
      AND MANAGEMENT BODY

                	
                  9

                
	 
      	 
      
	
                  10.1      Operation
      and Management Body

                	
                  9

                
	
                  10.2  
         Responsibilities
      of the General Manager

                	
                  10

                
	
                  10.3      Senior
      Management Personnel

                	
                  11

                
	 
      	 
      	 
      
	
                  11.

                	
                  LABOR
      MANAGEMENT

                	
                  11

                
	 
      	 
      
	
                  11.1      Administrative
      Management

                	
                  11

                
	
                  11.2      Remuneration
      and Benefit

                	
                  11

                
	
                  11.3      Agreements
      Relating to Labor Management

                	
                  12

                
	
                  11.4      Incentives

                	
                  12

                
	
                  11.5      Trade
      Union

                	
                  12

                


        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	
                        12.

                      	
                        REPRESENTATIONS
      AND WARRANTIES

                      	
                        12

                      
	 
      	 
      
	
                        12.1      Each
      party represents and warrants to the other party as at the execution date
      of this Contract that:

                      	
                        12

                      
	
                        12.2      The
      Chinese Equity Interest Holders represent and warrant
      that:

                      	
                        13

                      
	
                        12.3      Regal
      Life represents and warrants that:

                      	
                        13

                      
	 
      	 
      	 
      
	
                        13.

                      	
                        LIMITED
      LIABILITY

                      	
                        14

                      
	 
      	 
      	 
      
	
                        14.

                      	
                        FINANCIAL
      AFFAIRS

                      	
                        14

                      
	 
      	 
      
	
                        14.1      Fiscal
      Year

                      	
                        14

                      
	
                        14.2      Financial
      Accounting System

                      	
                        15

                      
	
                        14.3      Financial
      Management System

                      	
                        15

                      
	 
      	 
      	 
      
	
                        15.

                      	
                        INSURANCE

                      	
                        15

                      
	 
      	 
      	 
      
	
                        16.

                      	
                        TERM
      OF JOINT VENTURE

                      	
                        16

                      
	 
      	 
      
	
                        16.1      Term
      of Operation

                      	
                        16

                      
	
                        16.2      Extension

                      	
                        16

                      
	 
      	 
      	 
      
	
                        17.

                      	
                        PROFIT
      DISTRIBUTION

                      	
                        16

                      
	 
      	 
      
	
                        17.1      Allocation
      to Funds

                      	
                        16

                      
	
                        17.2      Profit
      Distribution

                      	
                        16

                      
	 
      	 
      	 
      
	
                        18.

                      	
                        TERMINATION
      AND DISSOLUTION

                      	
                        16

                      
	 
      	 
      	 
      
	
                        19.

                      	
                        LIQUIDATION

                      	
                        17

                      
	 
      	 
      
	
                        19.1      Liquidation
      Committee

                      	
                        17

                      
	
                        19.2      Duties
      and Powers of the Liquidation Committee

                      	
                        17

                      
	
                        19.3      Distribution
      of Liquidated Assets

                      	
                        17

                      
	 
      	 
      	 
      
	
                        20.

                      	
                        CONFIDENTIALITY

                      	
                        18

                      
	 
      	 
      	 
      
	
                        21.

                      	
                        SUPPLEMENT
      AND AMENDMENT

                      	
                        18

                      
	 
      	 
      
	
                        21.1      Amendment

                      	
                        18

                      
	
                        21.2      Status
      of this Contract

                      	
                        18

                      
	 
      	 
      	 
      
	
                        22.

                      	
                        LIABILITY
      FOR BREACH

                      	
                        19

                      
	 
      	 
      
	
                        22.1      Liabilities
      for Breach of Obligation of Capital Contribution

                      	
                        19

                      
	
                        22.2      Liabilities
      for Breach of Obligation of Disclosure

                      	
                        19

                      
	
                        22.3      Liquidated
      Damages

                      	
                        19

                      
	
                        22.4      Waiver
      of Claim

                      	
                        20

                      
	 
      	 
      	 
      
	
                        23.

                      	
                        FORCE
      MAJEURE

                      	
                        20

                      
	 
      	 
      	 
      
	
                        24.

                      	
                        APPLICABLE
      LAW AND SETTLEMENT OF DISPUTES

                      	
                        20

                      
	 
      	 
      
	
                        24.1      Applicable
      Law

                      	
                        20

                      
	
                        24.2      Settlement
      of Disputes

                      	
                        20

                      
	 
      	 
      	 
      
	
                        25.

                      	
                        MISCELLANEOUS
      PROVISIONS

                      	
                        21

                      
	 
      	 
      
	
                        25.1      Waiver

                      	
                        21

                      
	
                        25.2      Binding
      Effect

                      	
                        21

                      
	
                        25.3      Counterparts

                      	
                        21

                      
	
                        25.4      Severability

                      	
                        21

                      
	
                        25.5      Notices

                      	
                        22

                      
	
                        25.6      Inconsistency

                      	
                        23

                      
	
                        25.7      Survival

                      	
                        23

                      


              

            

          

        

      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      THIS COOPERATIVE JOINT VENTURE
CONTRACT (this “Contract”) is entered into on January 29,
2009

    

     

    BETWEEN

     

    Representative
of Chinese Equity Interest Holders: Mr. Nie Weifeng, whose address is Room 510, Tower C, No 88 Wenchang Road South, Liwan
District, Guangzhou. Guangdong Province, China 

       

    

    Guangzhou
AWA WineCo., Ltd. (“Company”), a company incorporated and existing
under the laws of the PRC and having its legal address at Suite 510 Block
C No 88 Wenchan South Rd Liwan District, Guangzhou Guangdong,
China.

     

    Regal
Life Concepts, Inc. (“Regal
Life”), a company incorporated and existing under the laws of the PRC and having
its legal address at F/10, Tower B, City Center of Shanghai, No.100,
Zunyi Road, Changning District, Shanghai; and

     

    
      THE PARTIES AGREE as
follows:

    

     

    
      	
              1.

            	
              GENERAL
      PRINCIPLES

            


    

     

    The
Parties hereto have through friendly negotiations on the basis of mutual
benefits, in
order to utilize the parties’ specialities and advantages and to expand the AWA
chain store operation to create better social and economic benefits, and
pursuant to the Agreement on Capital Increase and Equity Subscription dated
hereof (the “Subscription  Agreement”),
agreed that Regal Life will subscribe to the proposed increased capital of the
Company in the amount of USD 500,000 (RMB 3,400,000).  Upon completion
of such capital increase, Regal Life will hold 26% of equity interests in the
Company (the “Acquired
Equity Interests”).  The projected total investment is USD 1
million.  Therefore, the parties hereto have entered into this
Contract through friendly negotiations on the basis of mutual
benefits.

     

    
      	
              2.

            	
              PARTIES
      TO THE CONTRACT

            


    

     

    
      	
              2.1

            	
              The
      Parties

            


    

     

    Regal Life:

     

    
      
        	
                Name:
      Regal Life Concepts Inc., a
      corporation duly organized and existing 

                 under the laws of
      Nevada,

              
	 
      
	
                Legal
      Address: 3723 E. Maffeo
      Road, Phoenix, Arizona, 85050, United 

                 States of
      America.

              
	 
      
	
                Legal
      Representative:  Eric
Wildstein

              


      

    

     

    Representative
of the Chinese Equity Interest Holders

     

    
      
        
          
            	
                    Name:                           Mr.
      Weifeng Nie

                  
	 
      
	
                    Address:
      Room 510, Tower C, No 88 Wenchang Road South,
      

                    
                      Liwan District,
      Guangzhou.
      Guangdong Province,
      China

                    

                  
	 
      
	
                    ID
      No.:                         44010319631022061X

                  


          

        

      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    
      Company:

    

     

    
      Name: Guangzhou
AWA Wine
Co.,
Ltd.                                                                           

    

     

    
      Legal
Address: Suite 510
Block C No 88 Wenchan South Rd Liwan District, 

      Guangzhou
Guangdong, China.

    

     

    
      Legal
Representative:  Mr. Nie Weifeng

    

     

    Registration
no.:             4401032005422                       

     

    
      	
              3.

            	
              ESTABLISHMENT
      OF THE COMPANY

            


    

     

    
      	
              3.1

            	
              Basic Information of the
      Company

            


    

     

    The
Chinese Equity Interest Holders and Regal Life agree that the Company will be
restructured into a Sino-foreign cooperative joint venture as follows subject to
the Company’s agreement to Regal Life’s  investment into the Company
pursuant to the terms and conditions hereof:

     

    Chinese
name of the Company: 广州市澳中酒业有限公司

     

    English
name of the Company:. Guangzhou AWA WineCo., Ltd.

     

    Legal
Address of the Company: Suite 510 Block C No 88 Wenchan South Rd Liwan District,
Guangzhou Guangdong, China.

     

    Organizational
Form of the Company: limited liability company

     

    
      	
              3.2

            	
              Compliance with PRC
      Laws

            


    

     

    The
Company is a Chinese legal person that carries out all its business activities
in compliance with, and under the governing and protection of the laws,
regulations, rules and other regulatory documents of the PRC.

     

    
      	
              3.3

            	
              Liability and
      Risk

            


    

     

    Each
party shall be liable to the Company up to its capital contribution and shall
share profits and bear risks and losses of the Company on pro rata basis
specified herein.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              4.

            	
              PURPOSE,
      SCOPE AND SCALE OF BUSINESS

            


    

     

    
      	
              4.1

            	
              Purpose of
      Business

            


    

     

    The
purpose of the Company’s business operation is to strengthen economic
cooperation and technical exchange and adopt advanced and appropriate scientific
management approach with a view of promoting China’s economic development and
generating satisfactory return for each investor to the Company.

     

    
      	
              4.2

            	
              Scope of
      Business

            


    

     

    
      The
business scope of the Company includes, among other things, distribution of
imported wine and related products and services though national chain stores and
other networks in China and exportation of Chinese drinks and low-alcoholic
liquor products.

       

    

    
      	
              4.3

            	
              Scale of
      Business

            


    

     

    The
expected business scale of the Company: annual turnover of RMB10,000,000 after
its establishment.

     

    The
business scale of the Company can be expanded and adjusted based on the market
need and other conditions favourable to the Company.

     

    
      	
              5.

            	
              REGISTERED
      CAPITAL AND TOTAL INVESTMENT AMOUNT

            


    

     

    
      	
              5.1

            	
              Registered Capital and Total
      Investment Amount

            


    

     

    
      The
original registered capital of the Company is RMB 500,000 (roughly equal to
USD 73,529).  Regal Life will subscribe to an increase capital of the
Company in the amount of USD 500,000 (roughly equal to RMB 3,400,000 (the
“Contribution
Amount”).  The Contribution Amount shall be invested in two
installments. The First Installment Investment of USD 200,000 shall be
remitted to a Company designated account in Hong Kong pursuant to the parties’
duly executed Loan Agreement, and the Second Installment Investment of USD
300,000 shall be capitalized in accordance with Section 5.2 herein. Upon
completion of the capital increase, the registered capital of the Company will
increase to RMB 3,900,000 (approximately USD 573,529).  The
projected total investment amount is approximately USD 5,000,000 (approximately
RMB 34,000,000).

    

     

    
      	
              5.2

            	
              Payment of Contribution
      Amount

            


    

     

    
      Regal
Life will subscribe to the increased capital of the Company in the amount of USD
500,000 (approximately RMB 3,400,000).  After such subscription
of capital increase of the Company is approved by competent approval authority,
the Company is issued an Approval Certificate for Establishment of Sino-foreign
Cooperative joint venture, and subject to the satisfaction of all the conditions
precedent to the closing under the Subscription Agreement, the Company
shall remit the First Installment Investment into the Company’s capital
verification account and Regal Life shall pay the Second Installment
Investment to the Company in accordance with the
Subscription Agreement.

       

    

    
      	
              5.3

            	
              Capital
      Verification

            


    

     

    Within
ten (10) business days of the payment in full by Regal Life of the Contribution
Amount to the Company pursuant to Section 5.2 above, the Company shall appoint a
Chinese certified public accountant to verify such Contribution Amount paid and
to issue a capital verification report.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              5.4

            	
              Shareholding Percentage of Each
      Party

            


    

     

    Each
party acknowledges that after Regal Life pays in full the Contribution Amount to
the Company pursuant to Section 5.2 above, the equity interests of the Company
entitled to each party hereto will be as follows: all Chinese Equity Interest
Holders will hold 74 % in total, Regal Life will hold 26%.

     

    
      	
              6.

            	
              USE
      OF THE CONTRIBUTION AMOUNT

            


    

     

    The
Chinese Equity Interest Holders, Regal Life and the Company agree that the
Company shall use all of the Contribution Amount for the business operation of
the Company.

     

    
      	
              7.

            	
              TRANSFER
      OF EQUITY INTERESTS

            


    

     

    
      	
              7.1

            	
              Restrictions on
      Transfer

            


    

     

    
      	
               
      

            	
              7.1.1

            	
              Neither
      the Chinese Shareholder nor Regal Life shall assign, sell, pledge nor
      otherwise transfer or dispose of any portion or all of its equity
      interests in the Company unless in compliance with Sections 7.1.2, 7.1.3,
      7.2, 7.3, and
7.4  hereof.

            


    

     

    
      	
               
      

            	
              7.1.2

            	
              Regal
      Life may transfer Acquired Equity Interests to any affiliates it controls
      and Regal Life shall unconditionally warrant that Regal Life’s obligations
      under this Contract will be performed by the
  transferee.

            


    

     

    
      	
               
      

            	
              7.1.3

            	
              Regal
      Life may transfer Acquired Equity Interests to any third party
      that has acquired all or substantially all of the business from Regal
      Life with respect to the import of wine and export of Chinese drink
      and low-alcoholic liquor products in the territory of
      China.

            


    

     

    
      	
              7.2

            	
              Right of First
      Refusal

            


    

     

    
      	
               
      

            	
              7.2.1

            	
              Other
      than the transfer stipulated in Section 7.1.2 and Section 7.1.3, if any
      Chinese Shareholder or Regal Life (the “Transferring
      Party”) proposes to transfer any portion or all of its equity
      interests in the Company (the “Transferred
      Equity Interests”) to any individual or entity, the Chinese Equity
      Interest Holders (in the case of a transfer by Regal Life) or Regal Life
      (in the case of a transfer by any Chinese Shareholder) (in each case, the
      “Non-transferring
      Party”) shall have the right of first refusal (the “Right
      of First Refusal”)
      to purchase part or all of the equity interests proposed to be
      transferred under the same terms and conditions. The Transferring Party
      shall send a written notice (the “Transfer
      Notice”) to the Company and other parties, informing the number of
      equity interests proposed to be transferred, the proposed transfer price,
      the proposed payment conditions and the name and address of the proposed
      transferee and disclosing the true transaction terms. And if the proposed
      transferee is a corporation, the Transfer Notice shall also disclose,
      among others, the shareholder(s) (or investor(s) or owner(s)) and the
      ultimate shareholder (controller) of such corporation. Any proposed
      transfer of equity interests under the Right of First Refusal must be
      settled in the form of cash instead of any other forms.  To
      avoid misunderstanding, only Regal Life (other than any other Chinese
      Equity Interest Holders) shall have the Right of First Refusal in the case
      of a share transfer by a Chinese
Shareholder.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              7.2.2

            	
              A
      Non-transferring Party shall notify the Transferring Party and the Company
      in writing to elect to execute its Right of First Refusal (the “Election
      Notice”) for purchasing any or all of the Transferred Equity
      Interests stated in the Transfer Notice at the same price and by the same
      payment term as indicated thereof (the “Election
      Notice”), within thirty (30) days after its receipt of the Transfer
      Notice (the “Refusal
      Period”).  If the Non-transferring Party fails to give
      any Election Notice to the Transferring Party within the Refusal Period,
      such Non-transferring Party shall be deemed to have waived its Right of
      First Refusal. In the event that Regal Life proposes a transfer of its
      equity interests, the Chinese Equity Interest Holders shall decide on how
      to allocate the equity interests proposed to be transferred among
      themselves within the Refusal Period, and Regal Life shall not be
      obligated to transfer any equity interests until all the Chinese Equity
      Interest Holders proposing to exercise their Rights of First Refusal
      deliver a joint notice to Regal Life regarding their decision (“Joint
      Election Notice”). In the event that no Joint Election Notice is
      delivered by the Non-transferring Party to Regal Life within the Refusal
      Period, relevant Non-transferring Party shall be deemed to have waived its
      Right of First Refusal.

            


    

     

    
      	
               
      

            	
              7.2.3

            	
              Upon
      delivery of an Election Notice or, when applicable, a Joint Election
      Notice, the parties shall prepare and compile appropriate share transfer
      documents and submit all required applications and notices to competent
      government authorities.  The Transferring Party shall make
      relevant representations and warranties to purchaser(s) as follows: (a)
      the Transferring Party has a clean title to the Transferred Equity
      Interest, free from all security interest, and (b) the Transferring Party
      has valid authority to engage in such transaction in relation to the
      Transferred Equity Interests.  The purchase and transfer
      pursuant to a Right of First Refusal shall take place within ten (10)
      business days after receipt of all necessary governmental approvals for
      such transfer.

            


    

     

    
      	
               
      

            	
              7.2.4

            	
              In
      the event that all Non-transferring Parties give their consent for the
      proposed transfer or no Party executes its Right of First Refusal upon
      expiry of Refusal Period, the Transferring Party shall within ninety (90)
      days thereafter sign an unconditional and binding agreement on the
      proposed transfer of the Transferred Equity Interests at a price not lower
      and under the terms and conditions not less favourable than those
      specified in the Transfer Notice (subject to availability of necessary
      governmental approval).  In the event that the Transferring
      Party has not entered into any unconditional and binding agreement on the
      proposed transfer of the Transferred Equity Interests within such ninety
      (90) days, the Transferring Party shall not thereafter transfer any equity
      interests proposed to be transferred without re-performing the obligations
      to be performed by the Transferring Party under Section 7.2
      hereof.

            


    

     

    
      	
              7.3

            	
              Pre-emptive Right upon Capital
      Increase of the Company

            


    

     

    
      	
               
      

            	
              7.3.1

            	
              In
      the event that the Company wishes to sell its newly increased equity
      interests to any person or entity for any reasons, the Company shall first
      offer the Chinese Equity Interest Holders and Regal Life the opportunity
      to purchase such newly increased equity interests.  The Company
      shall notify the Chinese Equity Interest Holders and Regal Life in writing
      of the Company’s plan to increase its registered capital, including the
      percentage of the newly increased equity interests and the proposed sale
      price per share.  The Chinese Equity Interest Holders and Regal
      Life shall notify the Company whether or not they choose to purchase such
      newly increased equity interests within twenty (20) business days after
      being notified.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              7.3.2

            	
              If
      the Chinese Equity Interest Holders and Regal Life choose to purchase the
      newly increased equity interests, the Company shall prepare share purchase
      agreement(s) based on the percentage of the newly increased equity
      interests as agreed between the Chinese Equity Interest Holders and Regal
      Life and shall submit all required applications and notices to competent
      government authorities.  The sale and purchase of the newly
      increased equity interests shall take place within ten (10) business days
      after the receipt of all necessary governmental approvals for such
      transaction.

            


    

     

    
      	
               
      

            	
              7.3.3

            	
              In
      the event that any of the Chinese Equity Interest Holders and Regal Life
      decides neither to purchase the newly increased equity interests nor to
      give a written reply of its decision to purchase within twenty (20)
      business days, the party deciding to purchase the newly increased equity
      interests shall have the pre-emptive right to purchase the non-subscribed
      portion of the newly increased equity interests by notifying the Company
      thereof within twenty (20) business days thereafter, and such party’s
      percentage of shareholding in the Company shall be adjusted based on the
      then valuation of Company determined by the Chinese Equity Interest
      Holders and Regal Life.

            


    

     

    
      	
               
      

            	
              7.3.4

            	
              Within
      forty (40) business days after the Company delivers the notice as
      specified in Section 7.4.1, if the number of the newly increased equity
      interests that the Chinese Equity Interest Holders and Regal Life desire
      to subscribe to is fewer than that the Company desires to sell, the
      Company may issue and sell the non-subscribed newly increased equity
      interests at the price and upon terms and conditions not less favourable
      than offered to the Chinese Equity Interest Holders and Regal Life,
      provided that the Company shall enter into an unconditional and binding
      agreement within ninety (90) days for the transfer of the newly increased
      equity interests at the price and upon terms and conditions not less
      favourable than those indicated in the notice under the above Section
      7.4.1 (subject to availability of necessary governmental
      approvals).  In the event that the Company has not entered into
      such unconditional and binding agreement within such ninety (90)-day
      period, the Company shall not thereafter sell the non-subscribed newly
      increased equity interests without re-performing the obligations to be
      performed by the Company under Section 7.4
  hereof.

            


    

     

    
      	
               
      

            	
              7.3.5

            	
              When
      the Company issues any new equity interests, the Chinese Equity Interest
      Holders and Regal Life shall provide necessary and prompt assistance and
      cooperation as requested by the Company’s board of directors, including
      without limitation provision of relevant legal documents and execution of
      board resolutions.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              7.4

            	
              Put Option upon
      Breach

            


    

     

    
      	
               
      

            	
              7.4.1

            	
              In
      the event that the Company or any Chinese Shareholder commits a material
      breach of this Contract, the Subscription  Agreement or the Loan
      Agreement among Regal Life, the Company and the Chinese Equity Interest
      Holders, Regal Life shall have the right to require the Company to
      repurchase the Acquired Equity Interests from Regal Life.  Such
      repurchase shall occur within thirty (30) days after Regal Life notifies
      the Company in writing of such material
breach.

            


    

     

    
      	
               
      

            	
              7.4.2

            	
              Any
      repurchase under this Section 7.4 shall be made at a price equal to the
      original purchase price (namely USD 500,000) for the Acquired Equity
      Interests, plus a premium of five percent (5%) of the original purchase
      price per annum since the date of acquisition by Regal Life of the
      Acquired Equity Interests (prorated for any partial year on the basis of a
      365-day year). The Company and the Chinese Equity Interest Holders shall
      take all necessary actions to obtain all then required governmental
      approvals.

            


    

     

    For the
avoidance of doubt, Regal Life’s exercising the put option right pursuant to
this Section shall not affect Regal Life’s right, pursuant to Section 22.2
hereof, to require the Chinese Equity Interest Holders to indemnify Regal Life
and hold Regal Life harmless.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
              8.

            	
              [RESERVED]

            


    

     

    
      	
              9.

            	
              BOARD
      OF DIRECTORS

            


    

     

    
      	
              9.1

            	
              Formation of the Board of
      Directors

            


    

     

    The
Company shall form a new board of directors on the date of issuance of the
business license for foreign-invested enterprise.

     

    
      	
              9.2

            	
              Composition of the Board of
      Directors

            


    

     

    The board
of directors shall be composed of five (5) directors, three (3) of which shall
be jointly appointed by the Chinese Equity Interest Holders, and two (2) of
which shall be appointed by Regal Life.  Remuneration of, and expenses
of attending the board meetings incurred by each director shall be decided by
the board of directors and reimbursed by the Company.

     

    In the
event that Regal Life’s ownership of the Company increases, the board of
directors shall increase the number of Regal Life-appointed directors from time
to time, approximately in proportion to Regal Life’s increasing percentage of
ownership of the Company.  If any Regal Life-nominated director dies,
resigns or is removed from the board of directors, Regal Life shall have the
exclusive right to appoint a replacement director.  Each Chinese
Shareholder agrees to vote for Regal Life’s nominee(s) at any election of
directors.  The Chinese Equity Interest Holders may not vote to remove
director(s) nominated by Regal Life from the board of directors without Regal
Life’s written consent.

     

    The
chairman of the board of directors shall be jointly appointed by the Chinese
Equity Interest Holders.  The articles of association of the Company
shall provides that the chairman will be the legal representative of the
Company, and that if the chairman is unable to perform his or her duties for any
reasons, a director elected by other directors from those appointed by the
Chinese Equity Interest Holders shall perform the duties of the chairman on
behalf of the chairman. Regal Life shall appoint the chairman of the board of
directors upon completion of the projected USD 1 million
investment.

     

    Each of
the directors and the chairman shall serve a term of office of three (3) years
and can serve consecutive terms if reappointed.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              9.3

            	
              Powers of the Board of
      Directors

            


    

     

    
      	
               
      

            	
              9.3.1

            	
              The
      board of directors shall be the highest authority of the Company. The
      board of directors shall decide on all significant matters of the Company
      and determine all the policies and business guidelines of the
      Company.

            


    

     

    
      	
               
      

            	
              9.3.2

            	
              Resolutions
      on the following matters shall be unanimously approved by all the
      directors attending the board
meetings:

            


    

     

    
      	
               
      

            	
              (a)

            	
              amendments
      of the articles of association of the
Company;

            


    

     

    
      	
               
      

            	
              (b)

            	
              termination
      and dissolution of the Company;

            


    

     

    
      	
               
      

            	
              (c)

            	
              increase
      and reduction of the Company’s registered
  capital;

            


    

     

    
      	
               
      

            	
              (d)

            	
              merger
      and division of the Company.

            


    

     

    
      	
               
      

            	
              9.3.3

            	
              Resolutions
      on other matters than those in Section 9.3.2 shall be adopted by more than
      half of the affirmative votes of the directors attending the board
      meetings.

            


    

     

    
      	
               
      

            	
              9.3.4

            	
              Notwithstanding
      the provisions of Section 9.3.3, resolutions on the following matters of
      the Company and its subsidiaries cannot be adopted unless approved by the
      director(s) appointed by Regal
Life:

            


    

     

    
      	
               
      

            	
              (a)

            	
              issuance
      or distribution of any dividend to the Company’s Equity Interest Holders,
      whether in the form of cash or other assets, in excess of fifty percent
      (50%) of the net profits of the Company during the current
      year;

            


    

     

    
      	
               
      

            	
              (b)

            	
              incurring
      any borrowing or debt which makes the debt-to-asset ratio of the Company
      exceeding 80%;

            


    

     

    
      	
               
      

            	
              (c)

            	
              creation
      of any security interest over the assets of the Company (except for the
      security interest for the borrowing in compliance with Section
      9.3.4(b));

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      change in the Company’s registered
capital;

            


    

     

    
      	
               
      

            	
              (e)

            	
              issuance
      of any new stock option or creation of any stock option plan;
      and

            


    

     

    
      	
               
      

            	
              (f)

            	
              any
      increase in the total compensation of any responsible person or senior
      manager (including general manager, deputy general managers, directors and
      other officers having similar powers and their higher-ups) of the Company
      or any of its subsidiaries by 50% more than that of the previous fiscal
      year in any single year.

            


    

     

    
      	
              9.4

            	
              Convening of the Board
      Meetings

            


    

     

    
      	
               
      

            	
              9.4.1

            	
              The
      board of directors shall convene at least a meeting each
      quarter.  The first board meeting shall be convened within one
      month after the issuance of the Company’s business license as
      foreign-invested enterprise. The board meetings shall be called and
      presided over by the chairman. As requested by more than one thirds (1/3)
      of the directors, the chairman shall call an interim meeting. A notice
      shall be given to all the directors ten (10) days prior to the convening
      of any board meeting. Upon unanimous approval of all the directors, the
      convening of any board meeting may not be subject to the time restriction
      mentioned above.

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              9.4.2

            	
              Any
      board meeting shall be convened at the office of the Company or other
      places unanimously approved by all the directors or via phone. The Company
      will make appropriate arrangement so that the directors can attend all the
      teleconferences.

            


    

     

    
      	
               
      

            	
              9.4.3

            	
              Quorum
      shall be present at any board meeting. More than two thirds (2/3) of all
      the directors constitutes the quorum of the board meeting. If any director
      is unable to attend the board meeting in person or via phone for some
      reason, he/she may issue an authorization letter to entrust other director
      to attend the meeting and exercise the powers of the directors as his/her
      proxy. If any director fails to attend the board meeting in person, via
      phone or by proxy, without reasonable excuse, he/she will be deemed to
      have waived his/her rights to attend and vote at such meeting without
      further indication of such waiver in any document or declaration, and such
      director shall not be counted into the quorum of the
    meeting.

            


    

     

    
      	
              10.

            	
              OPERATION
      AND MANAGEMENT BODY

            


    

     

    
      	
              10.1

            	
              Operation and Management
      Body

            


    

     

    The
management body of the Company shall be responsible for the daily operation and
management of the Company. The management body shall have one (1) general
manager and two (2) deputy general managers. The general manager shall be
nominated by the Chinese Equity Interest Holders and appointed by the board of
directors. Except for the provisions of Section 9.3.4, Regal Life shall not
intervene with the daily management and business decisions of the Company and
its subsidiaries.

     

    The
general manager shall submit a written resignation sixty (60) days prior to
his/her resignation and shall not leave his/her post until the board of
directors accepts his/her resignation after discussion and his/her jobs are
taken over by any replacement.

     

    
      	
              10.2

            	
              Responsibilities of the General
      Manager

            


    

     

    
      	
            	
              10.2.1

            	
              To
      implement each resolution adopted at the meetings of the board of
      directors and all the rules and regulations of the Company, and organize
      the business activities of the Company in compliance with the articles of
      association of the Company;

            


    

     

    
      	
            	
              10.2.2

            	
              To
      organize the preparation of development plans, annual business plans,
      business objectives and profit objectives of the Company and submit them
      to the board of directors for approval, and be responsible for
      implementation and fulfillment of them if approved by the board of
      directors;

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
            	
              10.2.3

            	
              To
      lead the establishment of operational and management rules and
      regulations, financial system, labor and salary system, employee
      attendance checking system and employee award and punishment system of the
      Company and submit them to the board of directors for approval, and
      implement as such  if approved by the board of
      directors;

            


    

     

    
      	
            	
              10.2.4

            	
              To
      propose and submit plans for funds raising, annual budget, final account
      and infrastructure construction of the Company and submit as such to the
      board of directors for approval, and oversee and control financial balance
      of the Company;

            


    

     

    
      	
            	
              10.2.5

            	
              To
      organize the preparation and implementation of the annual, quarterly and
      monthly production, development and operation schedules according to the
      business objectives and annual business plans approved by the board of
      directors, and be responsible for reaching each economic indicator raised
      by the board of directors;

            


    

     

    
      	
            	
              10.2.6

            	
              To
      propose and submit corporate organizational and governance structure of
      the Company to the board of directors for approval, formulate
      responsibilities and rules of each department under the Company, recruit
      managers of each departments and file as such at the board of directors,
      and decide on salary, benefits, awards, punishment and promotion of such
      managers according to relevant rules approved by the board of
      directors;

            


    

     

    
      	
            	
              10.2.7

            	
              To
      be responsible for submitting annual work report and other reports to the
      board of directors and accept inquiry from the board of
      directors;

            


    

     

    
      	
            	
              10.2.8

            	
              To
      submit statistic forms requested by each competent governmental authority;
      and

            


    

     

    
      	
            	
              10.2.9

            	
              To
      be responsible for other operation and management assignments, have the
      full right to deal with relevant ordinary business within the scope of the
      board of directors’ authorization, sign and issue various documents in the
      Company’s name, and handle other matters entrusted by the board of
      directors.

            


    

     

    
      	
              10.3

            	
              Senior Management
      Personnel

            


    

     

    
      	
            	
              10.3.1

            	
              In
      addition to the general manager, the Company’s other senior management
      officers include deputy general managers and chief financial officer as
      well as other officers having equivalent
powers.

            


    

     

    
      	
            	
              10.3.2

            	
              The
      chief financial officer shall be nominated by the Chinese Equity Interest
      Holders and appointed by the board of directors.  The other
      senior management personnel shall be nominated by the general manager and
      appointed by the board of directors.  The general manager shall
      have the right to request the board of directors to appoint or remove
      senior management personnel other than the chief financial
      officer.

            


    

     

    
      	
            	
              10.3.3

            	
              Each
      senior management officer of the Company shall serve a term of office of
      three (3) years and can serve consecutive terms if reappointed. If any
      senior management officer is engaged in embezzlement and malpractice or
      severely fails in his/her duty or carries out any activities harmful to
      the Company’s interest, he/she may be dismissed at any time upon the
      board’s resolution and pursued legal
liability.

            


    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
            	
              10.3.4

            	
              Subject
      to the approval or designation of the board of directors, the chairman and
      other directors may concurrently act as the general manager or other
      senior management officer of the
Company.

            


    

     

    
      	
              11.

            	
              LABOR
      MANAGEMENT

            


    

     

    
      	
              11.1

            	
              Administrative
      Management

            


    

     

    Employment,
dismissal, resignation, salary, labor insurance, benefit, award, punishment and
other matters in respect of the employees of the Company shall be stipulated in
the labor contracts between individual employees and the Company in accordance
with relevant labor laws and regulations.

     

    
      	
              11.2

            	
              Remuneration and
      Benefit

            


    

     

    Standards
of salary, social insurance, benefit and travel expenses of the general manager,
the deputy general managers and the chief financial officer shall be discussed
and determined by the board of directors.

     

    Based on
consultation with the board of directors, the general manager shall have the
right to increase the salary, social insurance, benefit, travel expenses, etc.
of the employees of the Company.

     

    
      	
              11.3

            	
              Agreements Relating to Labor
      Management

            


    

     

    The
Company shall enter into labor contracts and confidential agreements
with  management officers and employees and non-competition agreements
additionally with senior management officers.

     

    
      	
              11.4

            	
              Incentives

            


    

     

    Upon the
approval of the board of directors, the Company can formulate and implement
employee incentives scheme for senior management officers and other employees
having made important contributions to the Company according to
laws.

     

    
      	
              11.5

            	
              Trade
    Union

            


    

     

    The
employees of the Company shall form a trade union, carry out union activities
and protect legal rights and interests of its employees in accordance with the
Trade Union Law of the
People’s Republic of China.  The Company may provide necessary
conditions and facilities for union activities.  Where the Company
reviews and decides on restructuring and significant issues on its business
operation and formulating important rules and regulations, it shall listen to
the opinions from its trade union and the opinions and suggestions from its
employees through the employee representative conference or in other
ways.

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


     

    
      	
              12.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    
      	
              12.1

            	
              Each
      party represents and warrants to the other party as at the execution date
      of this Contract that:

            


    

     

    
      	
            	
              12.1.1

            	
              it
      is a corporation duly organized, and validly existing and in good standing
      under the laws of its jurisdiction of incorporation with full legal right,
      power and authority (or, in the case of natural persons, he or she has
      reached the legal age and has full capacity and competence) to execute and
      deliver this Contract and to observe and perform the obligations hereunder
      and, in the case of legal entities, is not exceeding its corporate powers
      or business scope (as the case may be) in executing and performing any of
      the transaction documents to which it is a
  party;

            


    

     

    
      	
            	
              12.1.2

            	
              in
      the case of legal entities, it has taken all appropriate and necessary
      corporate actions to authorize the execution and delivery of this Contract
      and all the agreements and documents referred to herein to which it is a
      party and to authorize the performance and observance of the terms and
      conditions hereof and of such agreements and
  documents;

            


    

     

    
      	
            	
              12.1.3

            	
              each
      transaction document to which he or she as natural person or it as legal
      person (as the case may be) is a party, when executed or when approved by
      any applicable governmental authorities, will constitute lawful, valid and
      binding obligations on him, her or it in accordance with its
      terms;

            


    

     

    
      	
            	
              12.1.4

            	
              his,
      her or its execution and performance of each transaction document to which
      he, she or it (as the case may be) is a party will not result in any
      breach of its articles of association or other existing documents (in the
      case of legal person entities) or any of his or her legal or contractual
      obligations to any natural person (in the case of natural persons), or
      result in any claim by a third party against the other parties to such
      transaction document;

            


    

     

    
      	
            	
              12.1.5

            	
              in
      the case of legal person entities, no steps have been taken or legal
      proceedings commenced or threatened against it for its winding up or for
      it to be declared bankrupt or insolvent or for a liquidation committee to
      be appointed; in the case of natural persons, he or she is not personally
      bankrupt or insolvent, and has all appropriate experience to fully
      evaluate and understand the contents of the transaction documents or the
      transactions contemplated thereby.

            


    

     

    
      	
              12.2

            	
              The
      Chinese Equity Interest Holders represent and warrant
  that:

            


    

     

    
      	
            	
              12.2.1

            	
              they
      are either citizens of the People’s Republic of China or limited liability
      companies validly existing under the laws of the People’s Republic of
      China, in each case with full capacity and competence for civil
      conducts;

            


    

     

    
      	
            	
              12.2.2

            	
              they
      duly hold 100% of the original equity interests of the Company and each
      has full capacity and competence and has obtained all necessary
      authorizations to enter into this Contract and to perform the obligations
      hereunder;

            


    

     

    
      	
            	
              12.2.3

            	
              each
      of their signing representatives has been duly authorized by full power of
      attorney, board resolution or other necessary documents to sign this
      Contract;

            


    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
            	
              12.2.4

            	
              with
      respect to any of the Chinese Equity Interest Holders, neither the
      execution of this Contract nor the performance of the obligations
      hereunder will result in any breach of relevant laws and regulations or
      conflict with any other contract or undertaking to which it is a
      party;

            


    

     

    
      	
            	
              12.2.5

            	
              with
      respect to any of the Chinese Equity Interest Holders, there is no
      lawsuit, arbitration or governmental investigation that affects or may
      affect its execution or performance of this
  Contract;

            


    

     

    
      	
            	
              12.2.6

            	
              all
      documents, statements and information in the possession of them relating
      to the transactions contemplated hereby have been disclosed to Regal Life,
      and none of these documents contains any untrue statement of a material
      fact or anything misleading;

            


    

     

    
      	
            	
              12.2.7

            	
              no
      material adverse change would occur to the business operation, assets,
      financial status or prospects of the Company before the Closing Date (as
      defined in the Subscription  Agreement) (hereinafter as the
      “Closing Date”);

            


    

     

    
      	
            	
              12.2.8

            	
              they
      would procure all requisite approvals required by regulatory and
      administrative authorities in respect of the subscription of newly issued
      equity interests under the
    Subscription  Agreement.

            


    

     

    
      	
              12.3

            	
              Regal
      Life represents and warrants that:

            


    

     

    
      	
            	
              12.3.1

            	
              it
      is a foreign-invested investment company duly incorporated and validly
      existing under the laws of the State of
Nevada;

            


    

     

    
      	
            	
              12.3.2

            	
              it
      has full capacity and competence and has obtained all necessary
      authorizations to enter into this Contract and to perform the obligations
      hereunder;

            


    

     

    
      	
            	
              12.3.3

            	
              its
      signing representatives has been duly authorized by full power of
      attorney, board resolution or other necessary documents to sign this
      Contract;

            


    

     

    
      	
            	
              12.3.4

            	
              its
      execution of this Contract or its performance of the obligations hereunder
      will not result in any breach of its articles of association or relevant
      laws and regulations, or conflict with any other contract or undertaking
      to which it is a party;

            


    

     

    
      	
            	
              12.3.5

            	
              there
      is no lawsuit, arbitration or governmental investigation that affects or
      may affect its execution or performance of this
  Contract;

            


    

     

    
      	
            	
              12.3.6

            	
              all
      documents, statements and information in the possession of it relating to
      the transactions contemplated hereby have been disclosed to the Chinese
      Equity Interest Holders, and none of these documents contains any untrue
      statement of a material fact or anything
  misleading;

            


    

     

    
      	
            	
              12.3.7

            	
              the
      Contribution Amount paid by it under Section 5 hereof is from lawful
      sources and it has full capacity to pay the Contribution Amount to the
      Company pursuant to the terms and conditions
  hereof.

            


    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    
      	
              13.

            	
              LIMITED
      LIABILITY

            


    

     

    The
Company and the Chinese Equity Interest Holders represent and warrant to Regal
Life that the Acquired Equity Interests do not impose any obligation on the
holder thereof to contribute additional capital to the Company or any subsidiary
thereof, pay any tax on the Acquired Equity Interests, fund any Indebtedness of
the Company or any subsidiary thereof, or otherwise bear any other obligation to
or of the Company or any subsidiary thereof (except those required by laws
and/or that have been disclosed to Regal Life).  In no event shall
Regal Life be liable for any amount (except the Contribution Amount for the
Acquired Equity Interests) to the Company, any subsidiary thereof, any of the
Chinese Equity Interest Holders or third party by reason of owning the Acquired
Equity Interests.  For the avoidance of doubt, the foregoing
representations and warranties shall not relieve Regal Life from any liability
that it may incur due to any breach by Regal Life of this Contract, the
Subscription  Agreement, the Loan Agreement or any other documents
contemplated thereby.

     

    
      	
              14.

            	
              FINANCIAL
      AFFAIRS

            


    

     

    
      	
              14.1

            	
              Fiscal
    Year

            


    

     

    The
fiscal year of the Company shall be from January 1 to December 31 of each
calendar year.  The first fiscal year of the Company shall commence
from the date of establishment of the Company and end on December 31 of the same
year.  The last fiscal year shall end on the date of termination or
expiration of this Contract.  All the vouchers, receipts, statistical
reports and statements and financial accounts and books of the Company shall be
written in Chinese.

     

    
      	
              14.2

            	
              Financial Accounting
      System

            


    

     

    
      	
            	
              14.2.1

            	
              The
      Company shall establish its financial and accounting system in accordance
      with the accounting principles of
PRC.

            


    

     

    
      	
            	
              14.2.2

            	
              The
      Company shall, in accordance with applicable PRC laws and regulations,
      engage and retain reputable accounting firms in China to audit the
      financial status of the Company and to issue annual financial statements
      and audit reports in conformity with the PRC accounting
      principles.

            


    

     

    
      	
            	
              14.2.3

            	
              The
      Company shall use RMB as the base currency in its
      bookkeeping.  Cash, bank deposits, foreign currency loans and
      credits, debts, receipts and expenditures, if made in currencies other
      than RMB, shall be recorded in currencies actually used in receipts or
      payments.  The conversion of other currencies to RMB shall be
      based on the median price published by the People’s Bank of China as at
      the date of the transaction or such other rate permitted by laws and
      approved by board resolutions.  Gains and losses arising from
      exchange differences shall be recorded and entered in accordance with the
      accounting standards for foreign exchange transactions published by the
      Ministry of Finance and other competent authorities of
  PRC.

            


    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
              14.3

            	
              Financial Management
      System

            


    

     

    
      	
            	
              14.3.1

            	
              The
      Company shall set up a sound financial department to be directed and led
      by the chief financial officer and shall formulate well-improved financial
      management rules.

            


    

     

    
      	
            	
              14.3.2

            	
              Within
      the first three months of each fiscal year, the chief financial officer of
      the Company shall prepare the audited balance sheet, income statement and
      statement of cash flows for the previous year and submit the same to all
      the members of the board of directors for inspection.  The chief
      financial officer shall also, throughout each fiscal year, prepare and
      submit unaudited monthly financial statements in comparison with the
      business plans, operating plans and budgets of the Company, such other
      financial statements as required by the board of directors and the annual
      profit distribution proposal to the board of directors for inspection and
      approval.

            


    

     

    
      	
            	
              14.3.3

            	
              The
      Company shall, within 15 days after the end of each quarter, provide its
      unaudited quarterly financial statements to Regal Life.  Within
      30 days after the end of each year, the Company shall provide its
      unaudited annual financial statements to Regal
  Life.

            


    

     

    
      	
              15.

            	
              INSURANCE

            


    

     

    The
Company shall purchase and maintain proper insurance with insurance companies in
accordance with applicable laws and regulations and in consideration of the
actual conditions of the Company.  The methods, coverage, value and
term of insurance shall be decided by the board of directors.

     

    
      	
              16.

            	
              TERM
      OF JOINT VENTURE

            


    

     

    
      	
              16.1

            	
              Term of
      Operation

            


    

    
       

      The term
of operation of the Company is thirty years starting from the date of issuance
of the Business License for Foreign Invested Enterprise.

    

     

    
      	
              16.2

            	
              Extension

            


    

     

    An
application for extension approved by the board of directors unanimously shall
be submitted to the original approval authority six months prior to the
expiration of the joint venture term. Upon approval of extension, the Company
shall undergo relevant registration modification process at competent government
authority of industry and commerce administration by laws.

     

    
      	
              17.

            	
              PROFIT
      DISTRIBUTION

            


    

     

    
      	
              17.1

            	
              Allocation to
      Funds

            


    

     

    The
Company shall, after paying the enterprise income tax imposed by applicable
laws, allocate certain percent (such percent to be decided by the board of
directors in accordance with relevant laws) of its after-tax net profit to the
statutory reserve fund, the enterprise development fund and the employee bonus
and welfare fund in accordance with PRC laws and regulations.

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
              17.2

            	
              Profit
      Distribution

            


    

     

    The board
of directors may decide at its own discretion whether to distribute its profits
or not.  The Company shall distribute its profits to the parties
hereto in proportion to their respective interests in the registered capital of
the Company as agreed herein.

     

    The
Company may not distribute profits if no money is distributable within the
current fiscal year or if the losses of previous years are not fully made
up.  Profits brought forward from pervious years could be distributed
together with the profits of the current fiscal year.

     

    
      	
              18.

            	
              TERMINATION
      AND DISSOLUTION

            


    

     

    Upon
occurrence of any of the following events, the Company shall be dissolved and
this Contract shall be terminated in accordance with the procedures stipulated
hereunder and under the Company’s articles of association, and officially
published laws and regulations:

     

    
      	
               
      

            	
              (a)

            	
              the
      term of operation of the Company or any extension thereof
      expires;

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      any of the conditions or events set forth below shall occur and be
      continuing, all parties hereto shall, upon any party’s proposal, cause
      their respective representatives on the board of directors to
      affirmatively vote for the resolution of dissolving the
      Company:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Company has suffered from significant losses and is unable to continue its
      operations;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Company is unable to continue its operations due to any event of force
      majeure (as defined in Section 23
hereof);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              all
      the parties hereto agree to dissolve the
  Company.

            


    

     

    
      	
               
      

            	
              (c)

            	
              this
      Contract is ordered to be terminated by a court judgment or arbitration
      award.

            


    

     

    After the
board of directors approves the resolution of dissolving the Company, the
Company and its Equity Interest Holders shall take all reasonable steps to
complete the dissolution process in accordance with the officially published
laws and regulations.  The board of directors shall submit an
application for dissolution to competent approval authority for
approval.

     

    
      	
              19.

            	
              LIQUIDATION

            


    

     

    
      	
              19.1

            	
              Liquidation
      Committee

            


    

     

    The board
of directors shall set up a liquidation committee within 15 days following the
commencement date of the liquidation to carry out the liquidation procedures in
accordance with relevant laws and regulations.

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      	
              19.2

            	
              Duties and Powers of the
      Liquidation Committee

            


    

     

    The
liquidation committee shall exercise the following duties and powers during the
period of the liquidation:

     

    
      	
               
      

            	
              (a)

            	
              to
      liquidate the Company’s properties, prepare a balance sheet and inventory
      of assets of the Company and formulate a liquidation
  plan;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      notify the unknown creditors by public announcement and the known
      creditors by written notice;

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      dispose of unfinished businesses of the Company to the extent that such
      businesses are related to the
liquidation;

            


    

     

    
      	
               
      

            	
              (d)

            	
              to
      propose a basis for the valuation and calculation of the properties of the
      Company;

            


    

     

    
      	
               
      

            	
              (e)

            	
              to
      pay off the outstanding taxes;

            


    

     

    
      	
               
      

            	
              (f)

            	
              to
      clear creditor’s rights and
indebtednesses;

            


    

     

    
      	
               
      

            	
              (g)

            	
              to
      dispose of the balance of the liquidation proceeds  of the
      Company  after all the debts of the Company have been fully
      discharged;

            


    

     

    
      	
               
      

            	
              (h)

            	
              to
      represent the Company in civil
litigations.

            


    

     

    
      	
              19.3

            	
              Distribution of Liquidated
      Assets

            


    

     

    Assets of
the Company shall not be distributed unless and until all the liquidation costs
have been fully paid up and all the debts of the Company fully
repaid.  After payment of the said liquidation costs and repayment of
debts, the balance of the liquidation proceeds shall be distributed to the
parties in proportion to their respective interests in the Company’s registered
capital.

     

    
      	
              20.

            	
              CONFIDENTIALITY

            


    

     

    Each
party to this Contract hereby undertakes to the other parties hereto that it
will keep confidential, and will not disclose without the prior consent of the
other parties, any and all of the confidential information received by it in
relation to the business and affairs of other parties and of the Company to the
same extent and with the same degree of care as it uses to protect its own
confidential information.  Each party further undertakes to the other
parties that it will not use such confidential information for any purpose other
than that contemplated by this Contract.  Each party may disclose such
information to its employees, directors, officers, advisors, agents or other
relevant personnel and/or entities only if such disclosure is required for the
fulfilment of the purpose hereof; provided that such disclosing party shall take
all reasonable measures to make the said personnel aware of the confidentiality
of such information and agree to be bound by the said confidentiality
obligations stipulated hereunder.

     

    Notwithstanding
the foregoing, the above restriction does not apply to the
information:

     

    
      	
               
      

            	
              (a)

            	
              which
      is publicly known other than as a result of violation of the restriction
      set forth in this Section
      20.1;

            


    

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              which,
      as certified by the written records kept during the normal course of
      business, is already known to the receiving party at the time of
      disclosure;

            


    

     

    
      	
               
      

            	
              (c)

            	
              which
      is known or obtained from a third party not under any obligation of
      confidentiality, or is developed by the receiving party
      independently;

            


    

     

    
      	
               
      

            	
              (d)

            	
              which
      a party, with the written consent of other parties, may disclose to a
      recipient only if such recipient agrees to keep such information
      confidential.

            


    

     

    
      	
              21.

            	
              SUPPLEMENT
      AND AMENDMENT

            


    

     

    
      	
              21.1

            	
              Amendment

            


    

     

    No
amendment of this Contract shall be valid unless it is in writing and signed by
or on behalf of all the parties hereto and approved by the competent approval
authorities.  No supplement or amendment in other forms shall be
valid.

     

    
      	
              21.2

            	
              Status of this
      Contract

            


    

     

    This
Contract shall constitute the sole and entire agreement among the parties in
respect of the subject matter set forth herein.  This Contract, the
articles of association of the Company and the Subscription  Agreement
shall supersede all previous agreements, contracts, understandings and
communications, either oral or written, among the parties relating to the
subject matters thereof.  In case of any conflict between this
Contract and the articles of association of the Company, this Contract shall
prevail.  In case of any conflict between this Contract and the
Subscription  Agreement, the Subscription  Agreement shall
prevail.

     

    
      	
              22.

            	
              LIABILITY
      FOR BREACH

            


    

     

    
      	
              22.1

            	
              Liabilities for Breach of
      Obligation of Capital
Contribution

            


    

     

    If Regal
Life fails to pay the Contribution Amount in accordance with the provisions of
this Contract and the Subscription  Agreement for any reason other
than force majeure event and such failure continues for over 30 days, Regal Life
shall pay the Chinese Equity Interest Holders all the interest accrued on such
overdue Contribution Amount during the overdue days at the one-year lending rate
then published by the People’s Bank of China; or the Chinese Equity Interest
Holders may apply to competent approval authority for terminating this
Contract.

     

    
      	
              22.2

            	
              Liabilities for Breach of
      Obligation of Disclosure

            


    

     

    Within 3
years after Regal Life subscribes to the increased capital of the Company in
accordance with the Subscription  Agreement and this Contract, as long
as Regal Life still holds equity interests in the Company, the Chinese Equity
Interest Holders shall indemnify and hold Regal Life harmless against any
liabilities arising from matters not disclosed by the Company,
including:

     

    
      	
               
      

            	
              (a)

            	
              environmental
      pollution, compensation or loss arising before the Closing Date from the
      Company’s business operations;

            


    

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              product
      liabilities arising before the Closing Date from the production or sale of
      products;

            


    

     

    
      	
               
      

            	
              (c)

            	
              liabilities
      arising before the Closing Date from income tax or other
      taxes;

            


    

     

    
      	
               
      

            	
              (d)

            	
              litigations
      not concluded before the Closing Date, including litigations which are
      filed after the Closing Date against the business operations conducted by
      the Company before the Closing
Date;

            


    

     

    
      	
               
      

            	
              (e)

            	
              liabilities
      arising before the Closing Date from the Company’s breach of the then
      effective PRC laws and regulations or infringement upon the intellectual
      property rights of any third party when producing or selling products or
      carrying out advertising and marketing or other business operations at any
      time; and

            


    

     

    
      	
               
      

            	
              (f)

            	
              liabilities
      arising before the Closing Date in relation to remuneration and social
      insurance contribution (including but not limited to contribution to
      pension  insurance, medical insurance, unemployment insurance
      and the payment of housing funds) to the Company’s
    employees.

            


    

     

    
      	
              22.3

            	
              Liquidated
      Damages

            


    

     

    
      	
            	
              22.3.1

            	
              If
      the performance of all or any part of this Contract is rendered impossible
      by the fault of a party, such defaulting party shall be liable for all
      direct losses and damages caused therefrom.  If more than one
      party are at fault, the defaulting parties shall bear their respective
      liabilities and losses in accordance with the actual
      situation.

            


    

     

    
      	
            	
              22.3.2

            	
              If
      any party breaches any of its representations, warranties or undertakings
      set forth in Section 12 hereof, it shall compensate for any and all
      losses, injuries, costs, expenses, liabilities and possible claims that
      the other parties may suffer as a result of such
  breach.

            


    

     

    
      	
            	
              22.3.3

            	
              Any
      violation of any clauses set forth in this Contract, the
      Subscription  Agreement and the Loan Agreement shall be deemed
      as breach of this Contract, the Subscription  Agreement and the
      Loan Agreement. The party in breach shall accordingly assume all relevant
      liabilities and compensate for any and all losses, injuries, costs,
      expenses, liabilities and possible claims that the other parties may
      suffer as a result of such breach.

            


    

     

    
      	
              22.4

            	
              Waiver of
      Claim

            


    

     

    A party’s
waiver of its claim against any default of other parties on certain occasion
shall not operate as its waiver of similar defaults of such other parties on any
other occasion.

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    
      	
              23.

            	
              FORCE
      MAJEURE

            


    

     

    If any
party is prevented from performing this Contract due to earthquake, typhoon,
flood, fire, war or any other unforeseeable event of force majeure, the
occurrence and consequences of which cannot be avoided or prevented, the party
affected by such force majeure event shall promptly notify the other parties by
facsimile or email and shall furnish, within 15 days upon such notification,
details of the force majeure event and sufficient proof issued by the notary
office of the place of occurrence of such event, explaining the reason for its
inability to perform, or delay in performing, all or any part of this
Contract.  The parties shall consult with each other in order to
decide, based on the seriousness of the effects of such event on the performance
hereof, whether to terminate this Contract, or partially release the obligations
of performing this Contract or postpone the performance of this
Contract.

     

    
      	
              24.

            	
              APPLICABLE
      LAW AND SETTLEMENT OF DISPUTES

            


    

     

    
      	
              24.1

            	
              Applicable
      Law

            


    

     

    The
execution, validity, interpretation, performance of this Contract and the
settlement of disputes in connection therewith shall be governed by the laws,
regulations, rules and other regulatory documents of the People’s Republic of
China.

     

    
      	
              24.2

            	
              Settlement of
      Disputes

            


    

     

    
      	
            	
              24.2.1

            	
              In
      the event of any dispute, controversy or claim arising out of or relating
      to this Contract, or the performance, breach, termination, or invalidity
      hereof (each a “Dispute”),
      such Dispute shall be referred to and finally settled by the Hong Kong
      International Arbitration Centre for arbitration in Hong Kong, which shall
      be conducted in accordance with the International Chamber of Commerce
      International Arbitration Rules in effect at the time of applying for
      arbitration. The
      arbitral tribunal shall consist of three arbitrators. The language of
      arbitration shall be
Chinese.

            


    

     

    
      	
            	
              24.2.2

            	
              Any
      award made by the arbitral tribunal shall be final and binding on the
      parties, who hereby exclude any right to commence proceedings in or any
      right of appeal to any court that might otherwise have jurisdiction in
      respect of the matter and in respect of the Company’s or Regal Life’s
      directors, employees or agents, and such award shall be enforceable in any
      court having jurisdiction, or application may be made to such court for
      assistance in enforcing the award, as the case may be.  If it
      becomes necessary for a party to enforce an arbitral award by legal action
      of any kind, the defaulting party shall pay for all reasonable costs and
      expenses and attorney’s fees, including, but not limited to, any cost of
      additional litigation or arbitration that shall be incurred by the party
      seeking to enforce the award.

            


    

     

    
      	
            	
              24.2.3

            	
              No
      arbitration of any Dispute shall commence unless the parties have
      genuinely attempted to settle the Dispute amicably for a period of ninety
      (90) days after the date of giving a written notice of arbitration by one
      party to the other, which notice shall describe generally the nature of
      the dispute.

            


    

     

    
      	
            	
              24.2.4

            	
              The
      costs of arbitration shall be borne by the losing party or according to
      the arbitration award made by the arbitral
  tribunal.

            


    

     

    
      	
            	
              24.2.5

            	
              When
      any Dispute occurs and when any Dispute is under arbitration, except for
      the matters under dispute, the parties shall continue to fulfil their
      respective obligations (and shall be entitled to exercise their rights)
      under this Contract.

            


    

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      	
              25.

            	
              MISCELLANEOUS
      PROVISIONS

            


    

     

    
      	
              25.1

            	
              Waiver

            


    

     

    The
failure to exercise or delay in exercising a right or remedy under this Contract
shall not automatically constitute a waiver of the right or remedy or a waiver
of any other rights or remedies and no single or partial exercise of any right
or remedy under this Contract shall prevent any further exercise of the right or
remedy or the exercise of any other right or remedy.

     

    
      	
              25.2

            	
              Binding
      Effect

            


    

     

    This
Contract shall come into effect upon being duly signed by the authorized
representatives of all parties hereto and approved by the competent approval
authorities.

     

    
      	
              25.3

            	
              Counterparts

            


    

     

    
      This
Contract shall be executed in ten (10) counterparts, all of which, taken
together, shall constitute one and the same agreement.  Each party
shall hold one (1) counterpart and the Company shall hold one (1); the remainder
shall be submitted to the approval authority and other authorities granting
approvals or making registrations.  All the counterparts, upon
signature, shall be equally authentic.

    

     

    
      	
              25.4

            	
              Severability

            


    

     

    The
invalidity of any provision of this Contract shall not affect the validity of
any other provision of this Contract.

     

    
      	
              25.5

            	
              Notices

            


    

     

    All
notices and other communications under this Contract shall be in writing and
shall be deemed given (i) when delivered personally by hand (with written
confirmation of receipt), (ii) when sent by facsimile (with written confirmation
of transmission) or (iii) one business day following the day sent by reputable
international overnight courier (with written confirmation of receipt), in each
case at the following addresses and facsimile numbers (or to such other address
or facsimile number as a party may have specified by notice given to the other
party pursuant to this provision):

     

    If to the
Company, to:

     

    Address: Guangzhou AWA WineCo.,
Ltd.

     

    
      Legal
Address of the Company: Suite 510 Block C No 88 Wenchan South Rd 

      Liwan
District, Guangzhou Guangdong, China.

    

     

    
      Facsimile:          86 20
81046996

    

     

    
      Marked
for the attention of: Mr. Nie Weifeng, Legal representative and 

      General
Manager

    

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    If to
Regal Life, to:

     

    Address: 3723
E. Maffeo Road, Phoenix AZ 85050, USA

     

    
      Facsimile:
+
516-659-6677

    

     

    
      Marked
for the attention of: Eric Wildstein

    

     

    With a
copy to:

     

    
      David
Danovitch, Esq.

    

     

    
      Gersten
Savage LLP

    

     

    
      600
Lexington Avenue, 10th Floor, New York, New York 10022, USA

    

     

    
      Fax;
+1-212-980-5192

    

     

    If to any
of Chinese Equity Interest Holders, to:

     

    Address:  Suite
510 Block C No 88 Wenchan South Rd Liwan District, Guangzhou Guangdong,
China.

     

    
      Facsimile:
86
20 81046996

    

     

    
      Marked
for the attention of Mr. Nie Weifeng,

    

     

    
      	
              25.6

            	
              Inconsistency

            


    

     

    If there
is any conflict or inconsistency between the provisions of this Contract and the
articles of association or other daily management documents of the Company or
any subsidiary thereof, this Contract shall prevail.

     

    
      	
              25.7

            	
              Survival

            


    

     

    The
provisions of, and the obligations and benefits under Section 12, Section 13, Section 20, Section 22, Section 24 and this
Section 25
shall survive the termination of this Contract.

     

    (The
remainder of this page is intentionally left blank.)

     

    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF each of the
parties hereto has caused this Contract to be executed by its duly authorized
representative on the date first set forth above.

     

    Regal
Life Concepts Inc. (Seal)

    


    Authorized
Representative:            
   /s/Eric
Wildstein                       
 (Signature)

    


    Name:
Eric Wildstein

    


    Title:
President

     

    GUANGZHOU
AWA WINECO., LTD.  (Seal)

     

    Authorized
Representative:             
 /s/ Nie
Weifeng                
           (Signature)

    


    Name: Nie
Weifeng

    


    Title:  Legal
respresentative

    


    Represenative
of Chinese Equity Interest Holders

     

    Mr.
Weifeng
Nie:                               
/s/ Nie
Weifeng                             (Signature)

     

    
      
         


      

      
        24