Sales Distributor Agreement

销售商协议

1. Subject to the conditions hereinafter set forth, Party A hereby appoints and constitutes Party B as its exclusive authorized sales distributor to sell only the Products set forth in Schedule "A" attached hereto and made a part hereof in the Territory described in Schedule "B" attached hereto and made a part hereof.

1. 根据以下条件，甲方委任乙方为其唯一授权销售商，在“附录B”中所规定的范围内销售 “附录A”所规定的产品。

2. a. Party A shall supply Party B with Party A products at 30% of the list price. The discounted price is also called wholesale price. Wholesale price settlements shall be made in RMB. The wholesale price does not include taxes of China or any other country, or any kind of freight, insurance, claim or import and export expenses. That is to say the wholesale price of Party A products is merely Party A’s manufacturer's price

2. a.甲方向乙方供应的甲方产品价格为标价的3折即标价的30%，称之为供货价。供货价以人民币结算。供货价不包含在中国与其他任何地方（国家）的税费与任何种类的运输费用、保险费用、损失补偿以及进出口带来的一切费用。也就是说， 甲方产品的供货价仅仅是甲方的出厂价。

b. Settlement procedures: Party B shall sign to confirm orders for Party A. After confirmation of the order, Party A shall make calculations and inform Party B to pay Party A 50% of the amount of the order (wholesale price). Upon receipt of the 50% of the aggregate amount of the order from Party B, Party A will start production. Delivery period shall be calculated upon production. Upon completion of production, Party A shall inform Party B to pay the remaining 50% of the amount. Party A will deliver goods only after the remaining 50% of the amount is paid in full.

b.结算程序：乙方签名确认向甲方下达订单，甲方确认作出核算通知乙方支付该订单总金额（按供货价）计算的50%，甲方在收到乙方付来的此订单总金额的50%货款后，开始生产，交货期从此时开始计算。当甲方生产完毕，通知乙方支付剩余的50%货款。甲方在收讫此剩余的50％货款后方可发货。

c. Delivery location: Party B may go to Party A’s factory to take delivery of goods. Alternatively, Party A delivers the goods to a location within Guangzhou designated by Party B. Party A’s responsibility of delivery is thus fulfilled. Party A shall not be responsibility for the freight or whatever happens to the goods thereinafter.

c.交货地点：乙方可直接到甲方工厂提货或甲方将货品运输到中国广州市内乙方指定的地点，甲方即完成交货责任，此后发生的一切责任与费用支出均与甲方无关。

3.The Territory set forth in Schedule "B" is exclusive, and Party B agrees to refrain from soliciting sales to customers outside this Territory.

3．附录B中规定的区域是唯一的，乙方同意不在该区域外销售产品。

4. Party B covenants to diligently and actively promote and represent the Party A products set forth on Schedule A in the area by regular sales calls on potential and active customers, by the prompt follow?up of sales leads, and by every other method available to properly increase the sale of Party A products in the area.

4．乙方同意通过给潜在顾客和现有顾客定期打销售电话，售后跟踪服务，和其他办法努力和积极的推广附录A中所规定的甲方产品，以增加甲方产品在该地区的销售量。

5. Party B shall bear the entire cost and expense of its performance of this Agreement. Party B may employ in its own name, at its own expense, and on its own responsibility, at such compensation and upon such other conditions as it deems proper, such salespersons as it deems necessary and proper to perform its duties under this Agreement. The contract to be made by Party B with such salespersons shall provide that such salespersons are the employees of Party B, acting individually and not as agent for Party A, not Party A’s employees, and are to be paid by Party B alone. Party B shall carry appropriate Worker's Compensation and Employer's Liability Insurance covering such salespersons and its other employees and agrees to hold harmless and indemnify Party A from any and all claims, loss, cost, expense, damage or liability occasioned by the acts or by the failure to act of Party B or those of its salespersons, agents, or employees.

5. 乙方应承担履行本协议的所产生的全部成本和开支。乙方可以根据需要，以自己的名义，自己出资，自己负责，雇用销售人员来履行本协议的责任。乙方和这些销售人员所签订的协议必须指明这些销售人员是乙方的员工，代表他们个人，而不是甲方的代理，也不是甲方的员工。这些销售人员的薪金应该只由乙方承担。乙方应该为这些销售人员及其他员工购买适当的工人赔偿和雇主责任保险，并承诺乙方或其销售人员，代理或员工的行为所导致的任何索赔，损失，成本，花费，损害或是责任， 乙方应该进行补偿，使甲方不受损害。

6. The term of this Agreement shall be for one (1) year from the date hereof and for automatic yearly renewals within three years. Either party at any time during the term or renewals can terminate this Agreement upon thirty (30) days written notice. This Agreement automatically terminates if Party B has not placed orders with Party A for five consecutive months. (The amount shall be over RMB200, 000 calculated according to the wholesale price)

6．本协议协议期为一年，在三年之内每年期满自动续约。任何一方在协议期或续约期要终止协议必须提前30天书面通知另一方。若乙方连续5个月没有从甲方订购货品（按供货价计算金额应在人民币贰拾万元正以上），本协议自动终止。

7. It is expressly agreed that Party B is not an employee of Party A, but is an independent sales distributor.

7.双方明确同意乙方不是甲方的员工，而是独立的销售商。

8. This Agreement supersedes any and all prior agreements, written or oral, between Party A and Party B, and constitutes the complete agreement between the parties. Any modification, alteration, or change in this Agreement must be made in writing and with the mutual consent of the parties hereto.

8．本协议替代甲方和乙方之间以前的所有书面或是口头的协议。对本协议的任何修改，变更，必须得到双方的书面同意。

9. This Agreement and every provision hereof shall be deemed to be severable and, in the event that any paragraph is invalid or illegal, or shall be construed as preventing the formation of a valid binding contract between the parties of the Agreement, any such paragraph shall be deemed to be stricken from the Agreement, and the remainder of this Agreement shall continue to be in full force and effect as though such paragraph was not contained in this Agreement.

9. 本协议和协议各条款应被认为是可分离的。若有任何段落无效或是不合法，或是妨碍形成对双方都有约束力的协议，该段落应该被认为从协议删除。协议的其他部分仍然有效。

10. All notice required pursuant to the Agreement shall be in writing and shall be forwarded by fax, e-mail or certified mail to the business address of the respective parties, as set forth herein.

10．根据本协议所作出的任何通知必须是书面的，通过传真、电子邮件或挂号信寄到对方的经营地址。