Joint Venture Agreement

EXHIBIT 10.14


JOINT VENTURE AGREEMENT
HUBEI BLUE RIBBON HIGH WORTH BREWERY LTD.


CHAPTER 1 GENERAL


Whereas in accordance with "The Companies Law of the People's Republic of China" and other relevant legislations and regulations of China and having regard to international rules and practices, on the basis of equality and procuring mutual benefits, friendly co-operation and mutual development, it was agreed to establish "Hubei Blue Ribbon High Worth Brewery Ltd." and do hereby make this Agreement.


CHAPTER 2 PARTIES TO THE JOINT VENTURE


Party A: Zhaoqing Blue Ribbon High Worth Brewery Ltd.


Registered Address: Ba Lu, Duanzhou, Zhaoqing, Guangdong, China


Legal Representative: Chen Zi Shou


Position: President


Party B: Zao Yang Brewery


Registered Address: No. 27, Min Zu Lu, Zao Yang City, Hubei, China


Legal Representative: Fu Guang Huan


Position: General Manager


CHAPTER 3 ESTABLISHMENT OF JOINT VENTURE COMPANY


1. Party A and Party B have agreed to establish "Hubei Blue Ribbon High Worth
Brewery Ltd., (hereinafter referred to as "the Company") in accordance with
the Companies Law and other relevant rules and regulations prevailing in
the People's Republic of China (the"PRC"). The registered address of the
Company is No. 27, Min Zu Lu, Zao Yang City, Hubei, China.


2. Party A and Party B assume liabilities up to the limit of their respective
capital contributions (i.e. registered capital). All liabilities incurred
by Party B prior to the effective date of this Agreement are not to be
assumed to the Company. In case of any disputes being unsettled prior to
the establishment of the Company, and subsequently cause the Company to
suffer from any economic losses, Party B shall be responsible for such
indemnity. All activities of the Company shall comply with the
legislations, regulations, orders and relevant rules of the PRC.


3. The Company is a company with limited liability. Parties to the joint
venture shall assume liability up to the limit of their respective capital
contributions. Both Parties shall share the profit and loss and undertake
the risk according to the ratio of their respective capital contribution to
the registered capital.


4. The Company shall be formally established on the date when the Industrial
and Commercial Management Bureau of Zao Yang City issues the Business
Registration Certificate.


CHAPTER 4 OBJECTIVE, SCALE AND SCOPE OF BUSINESS


1. The objectives of the Company are to fulfill the wishes of both investors
in respect of the strengthening of economic co-operation through the joint
venture Company. By using advanced technologies and equipment, the Company
will become a technically advanced brewing enterprise within the country.
The Company should adopt suitable technologies and scientific management
method to achieve economic and social benefits for both investors, as well
as to promote economic and technological development for the local society.

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2. The business of the Company shall be the production and sale of beer
products, malt beverage products and other beverage related products,
having regard to the actual situation, and to explore other related
businesses which are permitted by the rules and regulations prevailing in
the PRC.


3. The production scale of the Company shall be 40,000 tonnes of beer products
per annum and after the technological renovation, the Company shall, if
possible, increase the annual production capacity to 100,000 tonnes as soon
as possible.


CHAPTER 5 TOTAL INVESTMENT, INVESTMENT RATIO AND REGISTERED CAPITAL


Both Parties agreed that the total capital investment to the Company should be RMB 38,000,000 while the registered capital of the Company is RMB 29,280,000.


1. Party A and Party B agreed that the net assets value of the land use
rights, factory premises, plant and machineries and other auxiliary
facilities formerly owned by Party B is RMB 29,280,000, whereas such value
has been assessed by an independent professional valuer in the PRC and has
been verified by the State Assets Administration Bureau. Party A agreed to
purchase 55% of the net assets at a consideration of RMB 16,104,000, and
will injects all these assets into the Company. Party B agrees to inject
the residual net assets amounted RMB 13,176,000 into the Company as its
portion of capital contribution. The total contributed registered capital
of both Party A and Party B is RMB 29,280,000, in which, Party A then owns
55% and Party B owns the remaining 45%.


The transferrance of the revalued net asset value from Party B to Party A
and subsequently injected into the Company shall be consented by all
existing creditors of

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Party B in writing, and all these written consents shall be submitted to
the Company prior to the issuance of the business registration certificate.


All the assets transferred from Party B to Party A must be clean,
non-collateral and do not have any liabilities nor unsettled obligations
attached. If any legal procedures in connection with the assets
transferred have not been completed, and subsequently cause any losses or
damages, Party B shall be wholly responsible for such indemnities.


The total purchase consideration of the net assets acquired by Party A
from Party B is RMB 16,104,000, and payable in 4 installments. The
first installment of RMB 3,000,000 shall be paid within one week after
the conclusion of this Agreement. The second installment of RMB
3,441,600 shall be paid within one month after the Company obtained the
business registration certificate. The third and fourth installments of
each RMB 4,831,200 shall be paid in May and October 1998, respectively.


2. The fund used for technological renovation shall be confirmed and approved
by the Board of Directors of the Company. The Company should then borrow
RMB 29,280,000 from local banks, in which such borrowings shall be secured
by the assets of the Company. For any further shortage of fund, the amount
shall be advanced by Party A and Party B in accordance with the 55% and 45%
ratio. In case of any party fails to contribute the required fund and
causes any economic losses to the Company, such party shall be responsible
for any indemnity.


3. The Company may require RMB 16,000,000 as working capital. Such amount
shall be borrowed from local financial institutions by the Company, and
Party A should provide letter of guarantee for such loans. The interest
expenses of such borrowings will be borne by the Company. Party B must
complete the transferrance of the net assets with the total

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value of RMB 29,280,000 (including the land use rights, factory
premises, plant and machineries and other auxiliary facilities in which
the assets valuation report referred to) to the Company within one month
after the issuance of the business registration certificate. Party B
shall guarantee that the transferrance of these assets are completed and
the Company is able to own the assets unconditionally. All the costs
and expenses related to the assets transfer shall be borne by Party B.


4. The Company shall appoint qualified accountant to verify the capital
contributions of both Parties and shall prepare the capital verification
report. The Company shall rely on such report and issue Certificate of
Capital Contribution to both Parties.


5. The pre-incorporation expenses and all the other working capital
contribution and technological renovation expenses incurred by Party B
after October 1997 shall be repaid to Party B subsequent to the audit by
Party A and approved by the Board of Directors.


CHAPTER 6 RESPONSIBILITIES OF THE PARTIES TO THE JOINT VENTURE


1. Responsibilities of Party A:


a. to pay its capital contribution in accordance with the provisions
of this Agreement;


b. to assign to the Company the required technical experts, assist the
Company to formulate the technological renovation strategy, and to
participate in the installation, testing and trial runs during the
renovation processes;


c. to assist the Company in selecting and training the technical
staff, to assign management staff and technicians in which the
Company will be responsible for all the training costs;


d. to assist the Company in recruiting management staff, technicians
and other staff;


e. to be responsible for the procurement of the necessary equipment
and complete the necessary import custom formalities;


f. to provide information regarding the models, specifications,
qualities and other technical specification of the required
equipment to the Company for selection,

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and to provide the types, specification, qualities and other
information of the required raw materials;


g. to provide local and international marketing information and
product information;


h. to be responsible for the unified sales of the Company's products;


i. to be responsible for other matters required by the Company.


2. Responsibilities of Party B:


a. to pay its capital contribution in accordance with the provisions
of this Agreement, and to be responsible for all the formalities in
connection with the assets transfer;

b. to assign the required technicians, and co-operate with Party A to
formulate the technological renovation strategy;


c. to provide the existing management staff, technicians and other
staff of Party B, and to recruit the necessary management staff,
technicians and other staff;


d. to apply the business registration certificate, tax registration
certificate and complete all the necessary documentation and
formalities, and to resolve all the problems in connection with the
supplies of water, electricity, telecommunication and environmental
protection;


e. to assist the Company in obtaining all the governmental
preferential treatments, and to obtain the tax preferential
treatment or other tax benefits from the local tax authority;


f. to be responsible for obtaining the bank loans for technological
renovation in pursuant to Clause 2 of Chapter 5 of this Agreement;


g. to be responsible for other affairs requested by Company.


CHAPTER 7 TRADE MARK AND TECHNOLOGY


1. Party A shall be responsible to obtain the rights for using the Pabst Blue
Ribbon trademark, and enable the Company to produce the Pabst Blue Ribbon
beer product within the capacity specified by this Agreement.

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2. The Company shall pay the license fee (including technical service fee) at
US$ 18.43 per metric ton. The duration of using the trademark is the same
as the duration available to Party A. Afterwards, the license fee and
terms will be revised through mutual negotiation.


3. The Company shall not transfer the right of using the Pabst Blue Ribbon
trademark to any other parties without the written consensus of Party A.


4. Party A provides the following technical guarantees:


(a) To provide the Company reliable and complete brewing technique,
manufacturing procedures, quality control and inspection
standards.


To provide the Company all the blue-prints, technological
specification and other relevant technical information.


5. The Company shall keep all the technical information provided by Party A as
confidential and shall not disclose to other parties without the permission
of Party A.


Within the contractual period of this Agreement, Party A and Party B
guarantee the products produced by the Company will meet the quality
standards in the PRC and other foreign countries. The Company shall
continuously improve the technical standard and quality of products with
the assistance of Party A.


7. Party B agrees to transfer the "Di Huang Quan" trademark to the Company
permanently. The transfer price of the "Di Huang Quan" trademark is RMB
600,000. Within 30 days after the establishment of the Company, Party B
shall complete the trademark transfer agreement with the Company in or ...