Unassociated Document


    Exhibit
10.38

     

    Equipment
Lease Agreement

    


    This
Agreement is entered in Wuqing Tianjin on the day of December 15,
2009.

    


    Party A:
Tianjin Tianshi Pharmaceuticals Co., Ltd

    Address:
No.6 Yuanquan Road, Wuqing New-tech Industry Park, Tianjin

    Business
License Number: XXXXX

    Legal
Representative: Baolan Li

    


    Party B:
Tianjin Tianshi Life Resources Co., Ltd

    Address:
Xinyuan Road, Wuqing New-tech Industry Park, Tianjin

    Business
License Number: XXXXX

    Legal
Representative: Baolan Li

    


    Whereas
Party A has the sole ownership and right to use the health products production
Equipment referred to in this Agreement and desires to lease this Equipment (the
“Leased Equipment”) to Party B and Party B desires and agrees to rent the Leased
Equipment; therefore, in accordance with the applicable laws and regulations and
through good faith negotiations, Party A and Party B agree the following
provisions, which shall be observed by each of the parties:

    


    Article
1  The Leased Equipment

    1.1 Party
A acknowledges and agrees to lease and Party B acknowledges and agrees to rent
the Leased Equipment (See Appendix I). The Leased Equipment shall meet the
specified functions, standards and data. Party A shall provide Party B with all
applicable and necessary diagram papers, data and other technical
materials.

    


    Article
2  Lease Term

    2.1 The
Lease Term is two years, beginning on January 1, 2010 and terminating on
December 31, 2010.

    2.2 If
the two parties don’t intend to terminate the agreement prior to the expiry of
this Lease Agreement. An automatic extension of one year will be effective and
no need to re-sign the agreement.

    


    Article 3
Delivery

    3.1 Party
A shall prepare and provide Party B with two copies of the draft of the
Acceptance Manual prior to January 1, 2010. Party B shall review and approve the
Acceptance Manual within ten working days as of the receipt of the said copies,
or give comments on amending the Acceptance Manual.

    3.2 Party
A shall deliver the Leased Equipment to the location designated by Party B
within ten days as of the date on which Party B approves the Acceptance Manual
and notifies Party A.

    3.3 Party
A warrants that it has the sole ownership of the Leased Equipment and there are
not any claims from any third party relating to the Leased
Equipment.

    3.4 Party
A warrants that there are not any unstated flaws with the Leased Equipment on
delivery and agrees to undertake the guarantee of responsibility for such
flaws.

    


    Article
4  Rent

    4.1 The
rent is Renminbi Twenty Five Thousand Three Hundred and Eighty Three point Forty
Seven (RMB 25,383.47) per month and RMB Three Hundred and Four Thousand Six
Hundred and One point Sixty Four (RMB 304,601.64) in total through the lease
term.

    4.2 Under
the Lease term, Party B, as Lessee, shall undertake the costs incurred from the
use, maintenance, repair and management of the Leased Equipment.

    4.3 When
the Lease term expires, Party B shall pay in full any rent due and any other
fees legally required to be paid by Lessee.

    


    Article
5  Payment

    5.1 Party
A shall provide Party B with a monthly invoice for the rent. Party B shall pay
the rent quarterly prior to the 25th day of the last month in the quarter by
wire transferring to the following bank account designated by Party
A:

    Bank
Name: Wuqing Branch, Industrial and Commercial Bank of China

    Account
Number: XXXXX

    5.2 If
the rent is overdue, Party B shall pay a late charge to Party A. The sum of the
late charge shall be equal to the number of days overdue times 3/10000ths of the
amount of the overdue rent.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Article
6  The transfer of leasehold

    6.1 Under
the lease term, in the case that Party A transfers all or part of the Leased
Equipment, Party A shall ensure that the assignee continues to fulfill this
Agreement. Under the same transfer conditions, Party B has preemptive right to
purchase the Leased Equipment.

    


    Article
7  Insurance

    7.1 Under
the lease term, the ownership of the Leased Equipment belongs to Party A. After
the receipt of the Leased Equipment, Party B shall insure the Leased Equipment
with an insurance company in the name of Party A and assume the premium charge.
Party B shall give Party A the insurance policy as an appendix to this lease
Agreement.

    


    Article
8  Sublease and Mortgage

    8.1 Under
the lease term, Party B has the right to use the Leased Equipment, but has no
right to transfer or mortgage the Leased Equipment. Without the consent of Party
A, Party B has no right to add or remove any components to or from the Leased
Equipment or relocate the Leased Equipment. Party A has the right to examine the
Leased Equipment to confirm if it is in a good use and working condition. Party
B shall facilitate such examination at its best effort.

    


    Article
9  Breach Liability

    9.1  Under
the lease term, if Party B fails to pay the rent for more than three months and
fails to make the payment within 15 days of the day on which Party A notifies
Party B to pay the rent, Party A has the right to rescind this
Agreement.

    9.2  If
Party B desires to terminate this Agreement before the expiry date, a prior two
months written notice of Party B and the written consent of Party A are
required.

    9.3 If
Party B can not use the Leased Equipment as usual as a result of the actions of
Party A, Party B is entitled to refuse to pay the rent and to rescind this
Agreement prior to the expiry. Party A shall assume responsibility for such
breach and compensate the loss of Party B incurred herefrom.

    


    Article
10  Force Majeure

    10.1 If
Party A is unable to continue the performance of the Agreement because of the
modification or promulgation of laws and regulations by the government relating
to lease acts, Item 2 of this article will be applied.

    10.2
Unless the special items specified in the Agreement or the supplementary
Agreements, the breaching party is exempted from its breach responsibilities in
the case of occurrence of wars, strikes, fires, earthquakes and some other
unforeseen, unavoidable the incidents which cause impossibility of performance
of the Agreement in whole or in part. However, if the delay of the performance
occurred prior to the force majeure, the breach responsibility can not be
exempted.

    10.3 If
the Agreement can not be performed due to the force majeure, the affecting party
shall promptly notify the other party and take all possible measures to reduce
the possible damages to the other party. If the force majeure exists more than a
month, any party has the right to notify the other party to terminate this
Agreement or its supplement the Agreement in writing at any time.

    


    Article
11 Tax

    11.1 The
stamp duty, registration fees, notary fees and other related taxes and fees
relating to this Agreement, which are required by the state regulations and
Tianjin municipal provisions, shall be assumed and shared by the Lessor, Party A
and the Lessee, Party B in accordance with the relevant provisions. Party A
shall go through the relevant registration procedures.

     

    
      
         

      

      
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    Article
12  Notification

    12.1 All
notifications required by this Agreement, all the documents exchanged between
Party A and Party B and the other notifications and requirements related to the
Agreement shall be given in writing. The following notifications are deemed to
be served upon: 1) that the letters and faxes are sent out, which Party A sends
to Party B or Party B sends to Party A; 2) after 10 days as of the mailing date
of the registered letters to the address shown on the first page of this
Agreement and the other party as the addressee, and 3) that the registered
letters are sent by person to the address shown on the first page of this
Agreement.

    


    Article
13 Applicable law

    13.1 The
formation, effect, interpretation, implementation, modification, termination and
settlement of the dispute of this Agreement will apply to and be governed by the
laws of China.

    13.2 With
respect to all disputes arising from the Agreement, the parties shall negotiate
in good faith firstly. If the negotiation cannot reach a resolution, the parties
agree that the Court in the location of the Lessee has the
jurisdiction.

    


    Article
14  Miscellaneous

    14.1 The
parties shall enter into supplemental agreements on any further issues which are
excluded in this Agreement.

    14.2 If
this Agreement is modified by hand, the parties shall confirm the modification
by sealing. Otherwise such modification is void.

    14.3 If
any provisions of the agreement are deemed null and void, such provisions will
not affect the validity of the other provisions.

    14.4 This
Agreement will become effective after the parties sign and seal on this
Agreement. This Agreement executes in two copies and each party takes one, which
shall be in the same legal effect.

     

    Party A:
Tianjin Tianshi Pharmaceuticals Co., Ltd

    Address:
No.6 Yuanquan Road, Wuqing New-tech Industry Park, Tianjin

    Business
License Number: XXXXX

    /s/
Baolan Li

    Legal
Representative: Baolan Li

    


    Party B:
Tianjin Tianshi Life Resources Co., Ltd

    Address:
Xinyuan Road, Wuqing New-tech Industry Park, Tianjin

    Business
License Number: XXXXX

    /s/
Baolan Li

    Legal
Representative: Baolan Li

     

    
      
         

      

      
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