Exhibit 10.28

JOINT VENTURE AND SHAREHOLDER AGREEMENT

This Agreement is made as of this 29th day of March, 2006) by and between FACE AND COSMETIC TRADING SERVICES PTY LIMITED(ABN 30 077 075 024) , a company organized and existing under the law of Australia and having its principal place of business at 150 Dynon Road, West Melbourne, Victoria 3003 (hereinafter called FACTS), and SPAR INTERNATIONAL, LTD a company organized and existing under the laws of the Cayman Islands, with a registered office in Georgetown, Grand Cayman and an office at 580 White Plains Road, Tarrytown, NY, USA (hereinafter called “SPAR”),

WITNESSETH THAT:

WHEREAS , FACTS is engaged in the retail solution businesses in Australia and New Zealand, having a wide range of clients and also having various knowledge and human resources with respect to the retailing businesses in Australia and New Zealand;

WHEREAS , SPAR is engaged in the retail solution businesses in the USA, having computer software useful for agency, assistance, instruction and reporting of storefront activities and also having operational know-how with respect to such software; and

WHEREAS , FACTS and SPAR are desirous of organizing a corporation to jointly conduct retail solution businesses in Australia and New Zealand (hereinafter called “Territory”).

NOW, THEREFORE , in consideration of the mutual covenants and agreement herein contained, the parties hereto agree as follows:

CHAPTER I: ORGANIZATION OF THE NEW COMPANY

Article 1.

Establishment

Promptly after the effective date of this Agreement, the parties hereto shall cause a new company to be organized under the laws of Territory (hereinafter called SPARFACTS AUSTRALIA PTY LTD [“New Company”]). Upon formation, it is intended that New Company shall become a party to this Agreement or shall enter into a commitment Agreement to this Agreement and the parties hereto shall procure the New Company to do so.

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Article 2.

Business Purposes

The business purposes of the New Company shall consist of the following:

1.     Provide retail merchandising and product demonstration services

2.     Agency, assistance, instruction and report of storefront sales activities;

3.     Implementation of market research and analysis of results thereof;

4.     Assembly of setups used for sales promotion;

5.     Consulting regarding store management;

6.     Development and sale of management system regarding retailing;

7.     Designing and sale of database; and

8.     Any and all businesses incidental or relating to any of the foregoing.

Article 3.

Trade Name

The New Company shall be named in Territory as SPARFACTS AUSTRALIA PTY LTD.

Article 4.

Location

The New Company shall have its main office (NEW COMPANY ADDRESS …… ).

Article 5.

Articles of Incorporation

The Articles of Incorporation of the New Company shall be in the form attached hereto as Exhibit A.

Article 6.

Capital

The total number of shares which New Company shall be authorized to issue shall be one hundred thousand shares the par value of each share shall be one dollar. At the time of establishment of New Company, shares shall be issued and fully subscribed by the parties hereto as follow:

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The parties are globally herein referred to as “the Shareholders”. The initial subscribing capital of New Company is AUD$200,000.

All the shares to be issued by New Company shall be nominal and ordinary shares

Article 7.

Payment

Each of the parties hereto shall pay in Australian Dollar currency and in cash the amount equivalent to its subscribed shares at par value upon issuance of the shares of New Company.

CHAPTER II: PREPARATION OF ESTABLISHMENT OF THE NEW COMPANY

Article 8.

Preparation of Establishment of the New Company

Each party shall take its role as described below for the preparation of the commencement of New Company’s business. Any expenses and costs necessary for such preparation shall be borne by each party. All expenses for setting up the New Company will be paid by the New Company if set up. If the New Company is not established, each party will pay its own costs.

SPAR shall enter into with New Company a license agreement in the form attached hereto as Exhibit B (the “License Agreement”). For reference, the License Agreement includes the obligations of SPAR to:

1.     localize and set up software provided by SPAR to work in Australia and New Zealand;

2.     consult on the organization of merchandising services: and;

3.     train the New Company’s personnel in how to operate the merchandising software;

4.     give advice on budgeting and development of each business plan and FACTS shall:

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1.

arrange meetings with current and potential clients to promote New Company’s services. To assist in this obligation, FACTS will provide a list of customers at commencement as set out in Exhibit C.

2.

contribute to the New Company all assets and liabilities of FACTS as set out inthe FACTS Assets and Liabilities Exhibit D.

CHAPTER III: GENERAL MEETING OF SHAREHOLDERS

Article 9.

Ordinary and Extraordinary General Meeting

The Ordinary General Meeting of Shareholders shall be convened by resolution of the Board of Directors of New Company and held in Melbourne or Sydney, Australia or any other reasonably proximate place within 3 months from the last day of each accounting period of New Company.

An Extraordinary General Meeting of New Company shall be convened by a resolution of the Board of Directors whenever deemed necessary.

Article 10.

Quorum

A quorum of the General Meeting of Shareholders shall be the shareholders present either in person or by proxy representing at least 52% of all the paid share capital of New Company.

Article 11.

Resolution

Except as expressly otherwise provided in the Articles of Incorporation of New Company, this Agreement and all resolutions of the General Meeting of Shareholders shall be adopted by the affirmative vote of Shareholders holding at least 52% of the shares present or represented at meeting for which there is quorum.

Article 12.

Important Matters

Subject to the provisions of the Articles of Incorporation of New Company or otherwise under the Australian Corporations Law, any resolutions on any of the following matters

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by the General Meeting of Shareholders require the affirmative vote of at least 52% of the votes of the shareholders present in person or by proxy

1.

any amendment or modification of the Articles of Incorporation;

2.

increase or decrease in the authorized capital or paid-in capital;

3.

issuance of new shares or any other kind of equity securities or instruments convertible into equity securities or the decision to undertake a Public Offering (as defined in Article 30);

4.

issuance of debentures;

5.

transfer of any part or whole of business;

6.

any and all matters relating to dividends of New Company;

7.

dissolution or amalgamation; or,

8.

change in number or length of tenure of Directors;

CHAPTER IV: BOARD OF DIRECTORS AND OFFICERS

Article 13.

Appointment of Directors

1.

The Board of Directors of the New Company shall consist of four (4) Directors; two (2) of whom shall be appointed from among those nominated by FACTS and 2 of whom shall be appointed from those nominated by SPAR. The Chairman of the Board of Directors shall be appointed from the Directors by the mutual consultation of both parties. In case of any increase or decrease in the number of Directors, there shall always be an equal representation of Directors from each party such that Spar shall always have and be entitled to have one-half (1/2) of the Directors on the Board and FACTS shall always have and be entitled to have one-half of the Directors on the Board.

2.

Unless the Shareholders shall otherwise agree by Special Resolution at an Ordinary or Extraordinary General Meeting of New Company, a position of Director carries no remuneration.

 

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Article 14.

Appointment of Officers

Executives and Officers other than Directors shall be appointed by the Board of directors and serve at their pleasure.

Article 15.

Office of Director

The initial term of office of each Director shall be from the date of appointment until two (2) days after first Annual General Meeting of New Company. Directors shall be appointed at each Annual General Meeting of the New Company and shall serve until two days after the next Annual General Meeting of the New Company.

Article 16.

Quorum

Each Director shall have one (1) voting right on the Board of Directors. Except as otherwise required in the Articles of Incorporation of New Company, or under this Agreement, a majority of the Directors present or attending by electronic or telephonic link (as described in Article 17) shall constitute a quorum at any meeting of the Board of Directors, and all resolutions shall be adopted by the affirmative votes of a majority of the Directors present or so attending.

Article 17.

Ordinary Meeting of the Board of Directors

The Ordinary Meeting of the Board of Directors may be held quarterly, [unless there is a statutory requirement I do not want to require quarterly meetings] and an Extraordinary Meeting of the board of Directors shall be held when necessary, both of which shall be convened in accordance with the provisions of the Articles of Incorporation. To the extent then permitted, any meeting of the Board of Directors may be held and attended by telephone, by interactive video conference or other similar electronic or telephonic means, and any action that may be taken or resolved by the Board of Directors at a meeting thereof (whether in person, by telephone or video conference) may be so taken or resolved. The parties hereto confirm that the prevailing interpretation in Territory is that meetings of boards of directors may be held by interactive videoconference or by telephonic or electronic means. For any proposed meeting of the Board of Directors for which SPAR requests, New Company and SPAR shall cooperate to arrange for such meetings to be held by telephone or by video conference. A written record in English of all meetings of the Board of Directors and all decisions shall be made by one of the

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Board selected by the Board of Directors at each meeting, kept in the records of the Company and signed or sealed by each of the Directors.

Article 18.

Important Matters

Subject to the provisions of the Articles of Incorporation of New Company and to the Australian Corporations Law, the following matters of the Board of Directors meeting shall require the affirmative votes of the majority of the Directors present or attending in accordance with Articles 16 and 17.

1.

Any proposal to the General Meeting of Shareholders or action by the Board of Directors for the matters as provided in Article 12 hereof;

2.

any investment or commitment of New Company in amounts individually in excess of AUD$10,000 or in the aggregate in excess of AUD$25,000;

3.

any loan or credit in excess of AUD$10,000 taken by New Company or any guarantee entered into on its behalf.

4.

execution, amendment or termination of agreements or commitments with FACTS, SPAR or their subsidiaries or affiliates or related corporations;

5.

adoption or amendment of the annual budgets and business plan;

6.

adoption or any material modification of major regulations or procedures, including any employee rules or handbook;

7.

change of the auditing firm as provided in Article 21, subject always to the absolute right and discretion of SPAR to direct the Board as to any such appointment from time to time.

8.

initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed to the New Company in excess of AUD$25,000;

9.

approval of annual closing of the books of New Company and the New Company’s annual financial statements, and changing of accounting policies and practices or the New Company’s accounting periods;

10.

establishment or amendment to the condition of employment of New Company officers

 

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11.

No sale or disposition of, or granting a lien, security interest or similar obligation over or with respect to, whether in one or a series of related transactions, any of the assets, including but not limited to any asset of the New Company of fair market value in excess of AUD$25,000.

12.

Formation of any subsidiary of New Company, entry into (or subsequent termination of) any joint venture, partnership or similar agreements;

13.

entering into, amending or terminating any contract with/or commitment to any Director or shareholder; and

14.

entering into any agreement or commitment to provide goods or services outside the Territory.

15.

Any financing of or borrowing by New Company including as referred to in Article 25 provided in any event that any such financing or borrowing shall be limited to amounts not exceeding (with respect to any one single financing or borrowing transaction) AUD$25,000.

CHAPTER V: AUDIT

Article 19.

Accounting Period

The accounting periods of New Company shall end on the 31 ^st day of December of each year.

Article 20.

Auditors (where required)

The parties agree that the commencing Auditor or Statutory Auditor for New Company shall be Baker Tilley or its associated or affiliated Firm or appointee in Australia. SPAR shall retain the absolute right and discretion always thereafter to select and appoint and to direct the Board as to the selection and appointment from time to time of the Auditor or Statutory Auditor for the New Company in the Territory as to which direction or nomination for any such appointment the Board shall endorse.

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Article 21.

Inspection of Accounting Records and Books

The New Company shall yearly arrange audit on the accounting records and books and shall submit a report of such audit to each of the parties hereto within thirty (30) days from the completion of the audit.

Baker Tilley shall be the accounting firm first engaged by New Company. Such accounting firm shall audit the accounting records and books of New Company and any other matters relating, directly or indirectly, to the financial condition of New Company. Any fee for the certified public accountant for inspection and audit mentioned above shall be borne by New Company. New Company shall keep true and correct accounting records and books with regard to all of its operations in accordance with generally accepted accounting principles co