Cooperative Joint Venture Contract

1.

GENERAL PRINCIPLES

2.

PARTIES TO THE CONTRACT

2.1

The Parties

 under the laws of Nevada,

 States of America.

Liwan District, Guangzhou. Guangdong Province, China

3.

3.1

Basic Information of the Company

3.2

3.3

Liability and Risk

4.

4.1

4.2

Scope of Business

4.3

Scale of Business

5.

5.1

Registered Capital and Total Investment Amount

5.2

Payment of Contribution Amount

5.3

Capital Verification

5.4

Shareholding Percentage of Each Party

6.

7.

7.1

Restrictions on Transfer

7.1.1

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.

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.

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.

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.

8.

9.

9.1

Formation of the Board of Directors

9.2

Composition of the Board of Directors

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.

9.4.2

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