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EXHIBIT 10.54
 DISTRIBUTION AGREEMENT
  Kolin
    1. INTERPRETATION
  Business Day
    
    means a day, other than a
Saturday or Sunday or legal
holiday observed in the United
States of America;Effective Date
    
    means the date on which the last
of the Parties hereto executed
this Agreement;Group
    
    means a company together with
its subsidiaries, any holding
company of such company and all
other subsidiaries of any such
holding company from time to
time;Intellectual Property
     Rights
    
    means patents, trademarks,
service marks, design rights,
registered designs, trade or
business names or signs,
copyrights (including rights in
computer software), and all
rights or forms of protection of
a similar nature or having
equivalent or similar effect to
any of these which
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may subsist anywhere in the world of or
relating to the Products;Parties
    
    means Kolin and Distributor;Products
    
    means LCD and LCOS television sets, and other
consumer electronic products designed by and/or
manufactured for Kolin and its Group, and
bearing the trademarks and/or trade name
including but not limited to Kolin;Quarter
    
    means the following calendar quarterly periods,
irrespective of when the Effective Date occurs:(a) 1 January to 31 March;(b) 1 April to 30 June;(c) 1 July to 30 September; and(d) 1 October to 31 December;Territory
    
    means the geographic areas of America
continental including North America and Latin
America and as amended from time to time by
mutual written agreement of the Parties;Trademark
    
    means including but not limited to Kolin;Trade Secrets
    
    means Kolins confidential, proprietary and
trade secret information pertaining to the
Products;Year
    
    unless otherwise indicated means the period of
twelve (12) months from the Effective Date and
each consecutive period of twelve (12) months
thereafter during the term of this Agreement;Working Hours
    
    means 9:00 a.m. to 5:30 p.m. on a business Day.
  2. APPOINTMENT
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3. PLACEMENT OF ORDERS FOR PRODUCTS
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4. PRICE AND PAYMENT
        1 2
 5. TERMS OF TRADING
  6. DISTRIBUTORS OBLIGATIONS
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7. KOLINS OBLIGATIONS
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8. INTELLECTUAL PROPERTY RIGHTS
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9. CONFIDENTIAL INFORMATION
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10. WARRANTIES AND LIMITATION OF LIABILITY
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11. TERM AND TERMINATION
          12. CONSEQUENCES OF TERMINATION
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13. FORCE MAJEURE
   14. NO PARTNERSHIP
  15. ASSIGNABILITY
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16. DISPUTE RESOLUTION
  Schlessinger v. Rosenfeld, Meyer & Sussman
  17. COUNTERPARTS
  18. NOTICES
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19. REMEDIES AND WAIVERS
    20. ENTIRE AGREEMENT
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21. COSTS
  22. INVALIDITY
  IN WITNESS WHEREOF
 Taiwan Kolin Company LimitedBy:
    /s/ Christopher C.L. LiuChristopher LiuPresidentSyntax Groups CorporationBy:
    /s/ James LiJames LiChief Executive Officer Page 15 of 15