Joint Venture Contract



 Exhibit 10.24 
 Joint Venture Contract 
 Zhuhai Sunrana Bio-Tech Co., Ltd. 
  

			
	Chapter One	  	Guidelines
		
	Chapter Two	  	Parties to the Joint Venture
		
	Chapter Three	  	The JV Company
		
	Chapter Four	  	Business Scope
		
	Chapter Five	  	Total Investment, Registered Capital, Investment Ratio and Method
		
	Chapter Six	  	Responsibilities of the Parties
		
	Chapter Seven	  	Board of Directors
		
	Chapter Eight	  	Management Structure
		
	Chapter Nine	  	Labor Management, Trade Union Organization
		
	Chapter Ten	  	Procurement of Raw Materials
		
	Chapter Eleven	  	Tax, Financial Management and Profit Distribution
		
	Chapter Twelve	  	Term, Dissolution and Liquidation
		
	Chapter Thirteen	  	Insurance
		
	Chapter Fourteen	  	Liability for Breach
		
	Chapter Fifteen	  	Force Majeure
		
	Chapter Sixteen	  	Dispute Resolution
		
	Chapter Seventeen	  	Governing Law
		
	Chapter Eighteen	  	Effectiveness and Others








 Chapter One 
 Guidelines 
 The parties to this contract, in accordance with the Law of the PRC on Chinese-Foreign Equity Joint
Ventures, the Provisions of Guangdong Province for Foreign Related Companies and other relevant published laws and regulations of the PRC, after adequate discussions conducted in the spirit of equality and mutual benefit, have agreed to invest in
and establish jointly Zhuhai Sunrana Bio-tech Co. Ltd., an equity joint venture company, and enter into this equity joint venture contract for that purpose. 
 Chapter Two 
 Parties to the Joint Venture 
 2.1 Parties 
 Party A: Zhuhai Sunrana
Cosmetics Products Co., Ltd. 
 Registration No.: Qi-du-yue-zhu-zong-fu-001314 
 Legal Address: Sunrana Building, Nanping Technology Park, Zhuhai Boulevard 
  

			
	Legal Representative:	 	Cui Guofang
		
		 	Position: Executive Director
		
		 	Nationality: China

 Party B: China DRTV, Inc. 
  

	Legal	Address: British Virgin Islands 

  

			
	 Legal Representative:
	 	Yang Dongjie
		
		 	Nationality: China

 Chapter Three 
 The JV Company 
  

	3.1	The parties to this joint venture agree to operate the Zhuhai Sunrana Bio-tech Co., Ltd. (the “Company”) as a Chinese-foreign equity joint venture company.


 The legal address of the Company shall be Dongsi Road, Nanping Technology Park, Zhuhai. The Company may set up representative
offices in mainland China, Hong Kong, Macao and other countries or regions after approval by appropriate authorities, as its board of directors may decide after deliberation in accordance with the Company’s needs. 
  

	3.2	The company shall have the status of a PRC legal person. It shall comply with the provisions of the relevant published laws, decrees and regulations of the PRC in all its
activities, and its lawful business rights and interests are protected under the law of the People’s Republic of China. 









	3.3	The Company shall be a limited liability company. The parties are liable for the Company to the extent of their respective committed contributions to the Company.


 Chapter Four 
 Business Scope 
  

	4.1	The Company’s business scope shall be as follows: Production of cosmetic boxes, and such cosmetic products as nail polish, lipsticks, color control base, perfumes, cleaning
devices, liquid soap, liquid detergents, shampoos, facial cleansers, eye creams, skin lotions, liquid eye liners, mascaras and cleansers (including special purpose cosmetics, such as body-building cosmetics and breast-care cosmetics), items for
personal hygiene; sale of its own products; and operation of beauty saloons. 

  

	4.2	The Company’s annual production capacity shall be RMB50,000,000, of which 10% will be for export and 90% will be for domestic sale. 

 Chapter Five 
 Total Investment,
Registered Capital, 
 Investment Ratio and Method 
  


	5.1	The Company’s total investment shall be RMB2,600,000, and its registered capital will be RMB2,600,000. 

 Capital contributions and investment ratios of the Parties are as follows: 
 Party A shall contribute RMB1,274,000, representing a 49% share of the registered capital. 
 Party B shall
contribute RMB1,326,000, equivalent to $163,500, representing a 51% share of the registered capital. 
 The Parties shall make their
respective contributions in the following way: 
 Party A shall contribute RMB1,274,000 in cash. 
 Party B shall contribute RMB1,326,000 in cash, equivalent to $163,500. 
  

	5.2	The conversion between Reminbi and foreign currencies shall be governed by the Law of the PRC on Chinese-Foreign Equity Joint Ventures and its implementing rules.










	5.3	The contributions made by the Parties hereunder must be their own money or their own tangible property unencumbered by any security interest. A Party that contributes tangible
property, industrial property or proprietary technology must provide valid evidentiary material proving its ownership and disposal rights. 

  

	5.4	Neither Party shall use loans, leased equipment or other property acquired in the name of the Company, or any property of any other person, as its own contribution. Nor shall either
Party use the property and interest of the Company or the other Party as security for its contribution. 

  

	5.5	Within one year after the date of issuance of the Company’s business license, the Parties shall pay their respective contributions in three installments, either by wire
transfer to the Company’s account at a local Zhuhai bank or by direct payment to the Company. The amounts of the installment payments are as follows: 

  


	(1)	The first installment, which shall be no less than 15% of each Party’s total commitment, must be paid within three months after the issuance of the Company’s business
license. This means that for the first installment Party A shall pay no less than RMB 191,100, and Party B shall pay no less than RMB198,900. 

  

	(2)	The second installment, which shall be 15% of each Party’s total commitment, must be paid within six months after the issuance of the Company’s business license.


  

	(3)	The remaining unpaid amount shall be paid in full within one year after the issuance of the Company’s business license. 

  

	5.6	The Parties’ contributions shall be verified by a PRC registered accountant, who will then provide an evaluation report. The Company shall provide to the investor a certificate
of capital contribution thereafter. 

  

	5.7	If the Parties find in the course of their business operation that they do not have sufficient funds, they may increase their capital contribution and the ratio thereof after
consultation with each other. Upon approval by the original examination and approval authority, the Parties will make the additional investments. 

  

	5.8	During the term of the joint venture, the Company shall not reduce its registered capital. If such reduction is necessary, the decision shall be made upon the unanimous approval of
the board of directors, shall be announced through newspaper publication, and shall be approved by the original examination and approval authority. 









	5.9	Change in Registered Capital 

 Neither Party A or Party B
may transfer to a third party all or part of its share of the registered capital without the prior consent of the other Party and the approval of the original examination and approval authority. When a Party transfers all or part of its share of
registered capital, the other Party shall have the right of first refusal. Any capital increase shall be unanimously approved by all shareholders. 
 In the event that a Party seeks to transfer to a third party its share of the registered capital, it shall serve a 30-day prior written notice on the other Party. The notice shall set forth the details of such transfer, such as the amount
and price of transfer and the basic information about the prospective transferee. The other Party shall indicate whether it consents to such transfer within 30 days upon receiving the notice. 
 If Party B wishes to transfer its interest and Party A does not agree to the transfer, Party A shall exercise the right of first refusal. If Party A
neither agrees to such transfer nor exercises its right of first refusal within 30 days upon receiving the notice, it shall be deemed to have consented to the transfer. 
 If Party A wishes to transfer its interest and Party B does not consent to the transfer, Party B shall have the right to sell to the third-party purchaser all or part of its share , on the same terms as set forth in
Party A’s notice. If such third-party refuses to purchase the share from Party B, Party A shall be obligated to purchase the same on the same terms. If Party A refuses to purchase such interest from Party B, Party A shall not sell any of its
interest to the third party. 
  

	5.10	Any increase and decrease of the Company’s registered capital shall be unanimously approved by the board of directors and the original examination and approval authority.
Procedures of registration of change shall be completed with the original registration office with respect to such increase or decrease. 

 Chapter Six 
 Responsibilities of the Parties 
  

	6.1	The responsibilities of the Parties are as follows: 

 Party
A: 
  

	 	(1)	Pay its capital contribution in time according to the terms hereunder. 









	 	(2)	Complete the procedures of approval for establishing the Company with the PRC examination and approval authority and the registration of the Company with the registration office
before the start of the Company’s business operation. 

  

	 	(3)	Assist the Company in applying for and obtaining the qualifications required for its production activities, including but not limited to Heath-care Permit for Cosmetics Production
Enterprise. 

  

	 	(4)	Recruit and train personnel. 

  

	 	(5)	Do other things entrusted by the Company. 

 Party B

  

	 	(1)	Pay its capital contribution in time according to the terms hereunder. 

  

	 	(2)	Send persons to assist Party A in managing the Company and coordinating its business operations. 

  

	 	(3)	Do other things entrusted by the Company. 

 Chapter
Seven 
 Board of Directors 
  

	7.1	The Company shall set up a board of directors as its governing body having the highest authority and responsible for all major decisions of the Company. The date of the
Company’s registration shall be the date when such board is set up. 

  

	7.2	The Board shall be composed of five directors, of whom two directors shall be appointed by Party A, and three directors shall be appointed by Party B. The chairman of the board
shall be recommended by the Parties after consultation. The terms of the offices of directors and the chairman shall be four years, renewable upon reappointment by the appointing Party. Appointment or replacement of directors shall be evidenced by a
formal written notice. 

  

	7.3	The chairman of the board shall be the legal representative of the Company. When the chairman is not able to perform his or her responsibilities as such, he or she shall authorize
another director to act on behalf of the Company. 

  

	7.4	The board shall have the power to decide matters of material importance in its business operations in accordance with relevant PRC laws and regulations, such as the Company’s
internal structure and business policies. It shall also have the power to prepare the Company’s work plan, and the power to examine its budget and final settlement, its plans of profit distribution, personnel deployment, wages and benefits,
etc. 









	7.5	Matters regarding the rights and interests of the Parties shall be decided on the basis of equality and mutual benefit upon the unanimous approval of the board. Matters of ordinary
importance shall be decided by the board by a majority vote. 

  

	7.6	Resolutions involving the following matters may only be adopted at a meeting of the Board upon the unanimous affirmative vote of each and every Director of the Board present at such
meeting: 

  

	 	(1)	the amendment of this Joint Venture Contract or the Company’s Articles of Association; 

  

	 	(2)	the early termination, or dissolution of the Company other than in accordance with Article 12.3(3) and (4); 

  

	 	(3)	any increase or decrease in the Company’s registered capital; and 

  

	 	(4)	any merger or spin-off of the Company. 

 For any decision
regarding the above matters, the Parties shall enter into a supplementary agreement. The agreement shall not be implemented until after its effective date and after approval by the original examination and approval authority. 
  

	7.7	Meetings of the board shall be called and presided over by the Chairman at least once a year. When the chairman is unable to convene a board meeting, he or she shall authorize
another director to convene and preside over such meeting. Special meetings of the Board shall be convened by the Chairman at any time on a motion of at least three directors. A record shall be kept of the minutes of all Board meetings.


  

	7.8	Board meetings shall only be held when at least two thirds of the directors are in attendance and both Parties are represented at such meeting. Each of the directors is entitled to
one vote. 

  

	7.9	Each Party is obligated to ensure that the directors appointed by it attend the regular and special board meetings. When a director is unable to attend a board meeting, he or she
shall provide a proxy letter and authorize another person to attend the meeting by proxy. 








 Board meetings may also be held in the form of a conference call, TV conference or by other electronic
means, provided, however, that the quorum requirement under Article 7.8 hereof is met, and the attendants can communicate with each other simultaneously. As a substitute for the board meeting, the directors who form the quorum required under Article
7.8 hereof may adopt a board resolution in writing (including by fax), and such resolution shall be as effective as a resolution adopted at a board meeting. 
  

	7.10	If a director appointed by either Party fails to attend a board meeting and fails to authorize others to attend such meeting by proxy, thus making the board unable to pass a
resolution on important matters of law or matters of material importance listed hereunder, the other party (the “Notice Sender” ) may urge the absentee director to attend the meeting by sending a second notice to such director and the
appointing Party (“Notice Receiver”) , addressed to the legal address of such Party. 

  

	7.11	The said notice in the preceding clause shall be sent at least 30 days prior to the date of the board meeting by registered mail with a return slip, and shall note that the Notice
Receiver shall have at least 15 days after the notice is sent to reply in writing as to whether the Notice Receiver will attend the board meeting. If the Notice Receiver fails to reply as to whether it will attend the meeting within the period of
time set forth in the notice, it shall be deemed to have waived its right to the meeting. After the Notice Sender receives the return slip which is also sent by registered mail, the directors appointed by the Notice Sender may have a special board
meeting, provided, however, that the number of directors attending such special meeting shall satisfy the quorum requirement. Matters of material importance can be decided upon in a resolution passed with unanimous approval of all the directors
present at such special meeting. 

  

	7.12	Directors that do not have any managerial position in the Company shall not receive any compensation from the Company. 

  

	7.13	All costs in connection with holding board meetings shall be borne by the Company. 

 Chapter Eight 
 Management Structure 
  

	8.1	The Company shall set up a management structure in which a general manager engaged by the board will be responsible for the day-to-day business operations of the Company under the
direction of the board of directors. 









	8.2	The duties of the general manager are to implement the resolutions of the board, organize and direct the day-to-day management of the Company. Within the limits of authority
entrusted by the board, the general manager will act on behalf of the Company, engage and remove those subordinate to him, and exercise other powers and perform other duties authorized by the board. 

  

	8.3	The board chairman may, acting on the strength of a board resolution, adjust the management structure of the Company at any time in accordance with the Company’s needs and
relevant provisions of its articles of association, decide anew the number of managerial positions, and redefine the powers and duties that go with each position. 

  

	8.4	The general manage shall have no part in any other economic entity’s commercial competition against the Company. If the general manage commits fraud for personal gains or is
serious derelict of his or her duties, he or she may be dismissed at any time upon a board resolution. 

 Chapter Nine

 Labor Management, Trade Union Organization 
  

	9.1	Wages, bonuses and welfare benefits of the Company’s employees shall be governed by the prevailing standards among similar companies in the same region. Matters such as
recruitment, dismissal, labor protection, insurance and labor discipline shall be governed by relevant PRC laws and the provisions of the labor department. The salaries and welfare and other benefits of senior officers recommended by the Parties, as
well as standards of their traveling expenses, shall be decided after discussion at a board meeting. 

  

	9.2	The Company’s workers shall have the right to establish a grass-root labor union organization and carry out union activities in accordance with the PRC Labor Law and the
Articles of Association of PRC Trade Union. The Company shall provide necessary conveniences for its labor union organization. 








 Chapter Ten 
 Procurement of Equipment and Raw Materials 
  

	10.1	Production equipment, vehicles, raw materials, fuel and office supplies that need to be imported for the Company may be procured, at arm’s length, from the domestic market and
the international market , and when the terms of procurement are the same, procurement from the domestic market shall be made to the extent possible. 

  

	10.2	When the Company entrusts Party A to procure equipment from abroad, Party A shall adhere to the principle of making the best buy, and the price shall be approved by the board of
directors. 

  

	10.3	Equipment, raw materials, accessories purchased from abroad and equipment contributed by Party B shall be subject to the inspection of PRC’s Entry-Exit Inspection and
Quarantine Authority in accordance with the Law on Examination of Imported and Exported Commodity of the People’s Republic of China. 

 Chapter Eleven 
 Tax, Financial Management and Profit Distribution 
  

	11.1	The Company shall pay all taxes in accordance with relevant laws, decrees and provisions of the PRC. 

  

	11.2	The Company’s employees shall pay individual income tax in accordance with the Individual Income Tax Law of the People’s Republic of China. Expatriate employees may remit
their income abroad after paying income tax in accordance with the law. 

  

	11.3	The Company shall make allocations to a reserve fund, a venture expansion fund and a bonus and welfare fund for staff and workers, as determined by the Board in accordance with the
business circumstances of the Company and the Law of the PRC on Chinese-Foreign Equity Joint Ventures. 

  

	11.4	The fiscal year of the Company shall begin on January 1 and end on December 31 of each year. All documentary evidence for book entry, all instruments, reports, statements
and books, shall be prepared in Chinese. 

  

	11.5	The Company’s financial and accounting systems shall be governed by relevant financial and accounting provisions of the PRC and shall be filed with the local tax authority.


  

	11.6	No documentary evidence of expenses shall be valid unless it is signed by the general manager or his or her authorized person. Money received or paid by the Company shall be
evidenced by invoices prepared by the tax authority. Invoices of foreign countries, Hong Kong and Macao shall be valid only when they are accompanied by customs declaration documents or customs duty memo. 









	11.7	Financial audits of the Company shall be reviewed and verified by PRC registered accountants and the result of such verification shall be reported to the board of directors and the
general manager. 

  

	11.8	The Company shall be independent financially, keeping its own profits and bearing its own losses. 

  

	11.9	Distribution and allocation of profit and losses. The Company shall duly pay its income tax on its year-end profit. After setting aside the amounts allocated to a reserve fund, a
venture expansion fund and a bonus and welfare fund for staff and workers, the profit will be distributed between the Parties pro rata in accordance with their respective contributions to the Company’s registered capital. Losses of the Company
shall also be allocated between the Parties in the same way. 

  

	11.10	Matters relating to foreign exchange of the Company shall be governed by Rules of the People’s Republic of China For the Administration of Foreign Exchange and the methods of
relevant authorities. 

 Chapter Twelve 
 Term, Dissolution and Liquidation 
  

	12.1	The Company’s term of operation shall be 30 years, starting from the date when the business license of the Company is issued. During the term, neither Party shall enter into
any agreement or contract with any other economic entity to the detriment of the Company. 

  

	12.2	The Parties may apply, after discussion with each other, for a renewal of the term upon its expiration, provided that the application is submitted to the original examination and
approval authority for approval three months prior to the expiration. In the event of the Company’s early termination or dissolution upon expiration, a liquidation committee shall be set up to liquidate the Company. After all debts are paid
off, the remaining assets of the Company shall be distributed between the Parties pro rata in accordance with their contribution to the Company’s registered capital. 

  

	12.3	The Company shall be dissolved under any of the following circumstances: 

  

	 	(1)	The term of the Company expires, and one of the Parties does not agree to renew the contract; 

  

	 	(2)	The Company has run into a grave loss and is unable to continue its business operations; 









	 	(3)	Due to an event of force majeure such as natural calamity or war, the Company has sustained a loss and is unable to continue its business operations; 

  

	 	(4)	One of the Parties to this Contract fails to perform its obligations or duties hereunder, making the Company incapable of continuing its operation; 

  

	 	(5)	The Company fails to attain its business goal, and its prospect of future development does not look good. 

 Under circumstances described in (1), (2), (3) or (5) above, the board shall submit its written application for dissolution to the examination
and approval authority, and dissolution will take effect only after approval of such authority. Under circumstances described in (4) above, the Party that has performed its duty shall submit its written application for dissolution to the
examination and approval authority for approval. Matters regarding liquidation upon the Company’s early termination or dissolution upon expiration shall be governed by Article 12.2 hereunder and relevant laws and provisions of the PRC. This
Contract will terminate upon dissolution of the Company. 
 Chapter Thirteen 
 Insurance 
  

	13.	The Company shall buy the various insurance policies from insurance companies within China. 

 Chapter Fourteen 
 Liability for Breach 
  

	14.1	If either Party fails to pay its contribution as required under 5.5 hereunder, it shall pay to the Company a 1% interest on the amount due for each month of delay. In addition, the
Party in breach shall also pay to the non-breaching Party a 1% penalty on the amount due. Apart from cumulating the penalty, the non-breaching Party shall have the right to terminate the Contract in accordance with Article 14.2 hereunder, and seek
damages from the breaching Party for all economic losses resulting from such breach. 









	14.2	Failure of either Party to pay its contribution in time or in full as required hereunder constitutes a breach. The non-breaching Party shall urge the breaching Party to pay the
amounts due or to pay the amount in full within one month. If the breaching Party fails to pay or fails to pay in full within the time, it shall be deemed to have forfeited all its rights hereunder and withdrawn from the Company. Within one month
thereafter, the non-breaching Party shall apply to the original examination and approval authority for approval of the termination of the Contract and dissolution of the Company. Alternatively, the non-breach Party may find another business partner
which will have the rights and obligation of the breaching Party hereunder. The non-breaching Party may duly seek damages from the breaching Party for losses resulting from the latter’s failure to pay its contribution. If losses are incurred as
a result of fault on the part of both Parties, each Party shall bear its own fair share of the losses in accordance with the circumstances. 

 Chapter Fifteen 
 Force Majeure 
  

	15.1	When the obligations of a Party under this Contract cannot be performed as a result of a force majeure event that is unforeseeable, such as earthquake, typhoon, flood, fire or war,
etc., the Party that encounters such event of force majeure shall immediately inform the other Party by telegraph, providing detailed information on such event within fifteen (15) days of its occurrence, accompanied by valid evidentiary
documents provided by a local notary public to explain the reasons for its inability to perform the Contract. Thereafter the Parties shall consult with each other in light of the impact of the event upon the implementation hereof, and shall decide
whether this Contract should be rescinded, and whether the Hindered Party should be partially freed from its obligations hereunder, or whether performance hereunder shall be put off. 

 Chapter Sixteen 
 Dispute Resolution

  

	16.1	Any dispute arising out of or relating to this Contract shall be resolved through friendly consultation. If the dispute cannot be resolved through consultation, it shall be
submitted to arbitration under the auspices of the Zhuhai Arbitration Commission. The arbitration award shall be final and binding on the Parties. When the dispute is being resolved, other than in connection with the matter in dispute, the Parties
shall continue to perform the Contract and the articles of association. 








 Chapter Seventeen 
 Governing Law 
  

	17	The execution, effect, interpretation and amendment of this Contract, as well as resolution of disputes arising out of this Contract, shall be governed by the law of the
People’s Republic of China. 

 Chapter Eighteen 
 Effectiveness and Others 
  

	18.1	This Contract, after it is properly signed by the duly authorized representatives of both Parties, shall be submitted to the examination and approval authority, and shall be
effective as of the date of approval by the examination and approval authority. The same applies to any amendment to this Contract. 

  

	18.2	This Contract, after being signed by the Parties and approved by the examination and approval authority, constitutes a legally effective document and both Parties shall comply with
it strictly. Neither Party shall terminate this Contract without the consent of the other Party (except under circumstances described in 12.3(4). If either of the Parties seeks to terminate the Contract, assign its equity interest or its rights as a
joint venture partner, it shall inform the other Party three months in advance, and after consultation between the Parties, the proposal shall be submitted to the original examination and approval authority for approval. The losses resulting from
any unilateral termination without the consent of both Parties shall be borne by the Party seeking termination. 

  

	18.3	Matters not covered hereunder shall be addressed by the Parties upon consultation in amendments and supplements, which shall be submitted to the original examination and approval
authority for approval. The amendments and supplements are valid attachments to this Contract, and are of the same effect as this Contract. 

  

	18.4	Notice given by either Party through telephone or fax shall be followed up by formal written documents, if they involve the rights and obligations of the Parties.


  

	18.5	The Chinese version of this Contract shall be the valid version. 

  

	18.6	This Contract is signed by the Parties as of May 10, 2006, in Zhuhai. 









			
	Party A (Seal)	 	Party B (Seal)
		
	Legal Representative (Signature): Cui Guofang	 	Legal Representative (Signature): Yang Dongjie
		
	May 10, 2006