Ex 10.1


    [Missing
      Graphic Reference]

    


    EXCLUSIVE
      DISTRIBUTION AGREEMENT

    


    This
      Exclusive Distribution Agreement is made and entered into this 18th day
      of
      July,
      2003, by
      and between International Food Products Group, Inc. ("IFPG") at 170 Newport
      Center Drive, Suite 260, Newport Beach, CA 92660 and Silverado Corporation
      K.K.
      Ltd of Minato-Ku, Tokyo Japan. 

    


    Whereas
      Manufacturer desires Distributor to act as its sole and exclusive independent
      sales agent for sales of the Manufacturer’s IQF and Coffee Products (as defined)
      to Japanese Club Stores, and Supermarket Retailers to act as Manufacturer’s sole
      independent sales agent for sales of the Products within Japan. 

    


    Now
      Therefore,
      in
      consideration of the mutual promises and covenants set forth herein, and
      intending to be legally bound, the Parties agree as follows: 

    


    


    1. Grant
      of Exclusive Rights.

    


    1.1
       Manufacturer
      hereby appoints Distributor as its exclusive sales agent for the Manufacturer’s
      IQF and Coffee Products (as hereafter defined) within the Country of Japan.
      Manufacturer shall permit Distributor to use Manufacturer’s Products' name for
      promotion and advertisement in the sale of the Products. While this Agreement
      remains in effect, Manufacturer will not, directly or indirectly, sell or
      otherwise exploit the Products within the Territory and will not permit anyone
      else, either directly or indirectly, to sell or otherwise exploit the Products
      within the Territory. The Distributor will not represent, promote, market,
      distribute similar products in Japan.

    


    1.2 Distributor
      will comply with all applicable laws, rules and regulations in selling and
      otherwise exploiting the Products and in otherwise dealing with the
      Products.

    


    


    


    2. Duties
      and Responsibilities of Manufacturer.

    


    2.1
       Manufacturer
      shall provide training to Distributor, including its agents or independent
      contractors, regarding the sale, promotion and use of the Products.

    


    2.2 Manufacturer
      shall provide literature and/or advertising and promotional materials, displays,
      and samples to Broker to assist Distributor in its distribution of the Products.
      Manufacturer shall further provide consultation, on a commercially reasonable
      basis, covering specific field problems encountered by Distributor in relation
      to the Products.

    


    2.3 Upon
      receipt of a customer order from Distributor, Manufacturer will ship Products
      directly to the customer site designated in the order.  

    


    3. Duties
      and Responsibilities of Distributor.

    


    3.1
       Distributor
      shall use its best efforts, in a commercially reasonable manner, to sell
      Manufacturer’s Products to existing and prospective customers within the
      Territory. 

    


    3.2
       Distributor
      will limit its claims and representations regarding the Products to those made
      by Manufacturer in its published literature or promotional materials, or as
      otherwise authorized by Manufacturer. 

    


    3.3 Distributor
      will maintain adequate support staff, whether as employees of Distributor or
      independent contractors or sub-distributors of Distributor, necessary to perform
      its obligations under this Agreement.

    


    3.4 Distributor
      will guarantee a minimum of $2.5 Million in sales by 4th
      Qtr.
      2006 as a condition of retaining the exclusive rights and increases of 20%
      annually for each year after.

    


    4. Compensation.

    


    4.1 Distributor
      will receive a commission of three percent (3%) of the gross sales price for
      all
      Products sold by Distributor within the Territory. For purposes of this section,
      “gross sales price” shall mean the invoice price of the Products to the customer
      after any discounts or rebates. The Distributor will arrange for all products
      to
      be purchased by the Importer under an irrevocable letter of credit payable
      at
      sight and payable to IFPG.

     

    


    


    


    4.2 Distributor’s
      commission will be payable by Manufacturer to Distributor, seven (7) days after
      Manufacturer receives payment under the letter of credit. Distributor shall
      have
      the right to inspect and audit, upon three (30) days written notice,
      Manufacturer’s books and records related to customer orders, shipment, invoicing
      and payments for the Products sold within the Territory pursuant to this
      Agreement. 

    


    4.3 Distributor
      agrees to cooperate with Manufacturer in making certain letter of credit is
      opened based on terms outlined by IFPG.

    


    4.4 Distributor’s
      right to compensation will continue and will survive termination of this
      agreement as set forth in section 7 below.

    


    


    5. Manufacturer’s
      Warranty and Indemnity.

    


    5.1 Manufacturer
      warrants to Distributor that (i) the Products and the packaging are and will
      be
      safe, the units of the Products sold to customers under this Agreement will
      be
      properly, adequately and safely packaged and labeled, and the Products and
      any
      supplemental materials comply and will comply with all applicable laws, rules
      and regulations as required in Japan, (ii) there is not any and there will
      not
      be any defect in the design of the Products or in any units of the Products
      sold
      to customers under this Agreement, (iii) the Products do not and will not
      violate any patent, copyright, trademark, service mark or other right and do
      not
      and will not contain any item, part or material which Manufacturer is not
      authorized to use.

    


    5.2
       Manufacturer
      will maintain product liability insurance in commercially reasonable amounts
      and
      will include Distributor as an additional insured on its policy. 

    


    5.3. Manufacturer
      will indemnify Distributor against any liability and will hold Distributor
      harmless from any loss, damage, cost and expense (including, without
      limitations, legal fees and expenses) which Distributor incurs arising out
      of or
      in connection with any claim alleging facts that would constitute a breach
      by
      Manufacturer of any of its warranties under Section 5.1 or because of a breach
      by Manufacturer of any of such warranties. It will not be a defense to any
      of
      the provisions of this Section 5 that Distributor is familiar with the Product.
      

    


    5.4. Distributor
      will notify Manufacturer of any claim described in Section 5.2 which is asserted
      against Distributor. Manufacturer may, at its expense, defend and settle any
      such claim; and if Manufacturer assumes such defense, it will notify Distributor
      thereof and thereafter Manufacturer will not except as provided in the next
      sentence, be obligated to pay any expenses of Distributor in connection with
      such claim. Distributor will cooperate in the defense of any such claim, and
      Manufacturer will pay any costs incurred by Distributor in connection therewith.
      

    


    


    6. Term
      and Termination.

    


    6.1 This
      Agreement shall continue until terminated by either Party upon thirty (30)
      days
      notice to the other Party.  

    


    6.2 If
      any
      amount owing under this Agreement is not paid when due, such amount will bear
      interest at the rate of 18% per annum. The provisions of this Section will
      survive termination of this Agreement.

    


    6.3 This
      Agreement will terminate upon the filing of a petition in bankruptcy, whether
      voluntary or involuntary, by either Party.   

    


    


    7. Rights
      following Termination of Agreement.

    


    7.1 Termination
      of this Agreement for any reason will be without prejudice to the rights and
      obligations accrued to the date of termination.

    


    7.2 For
      all
      customer accounts introduced by Distributor to Manufacturer, Broker will
      continue to be paid at the commission rate stated in this Agreement as long
      as
      Manufacturer is making sales of Products to that customer. By way of example,
      and not limitation, if Broker successfully introduces the Products to
Carefour
      Japan
      Club
      Stores, then as long as the Manufacturer makes sales to Carefour, regardless
      of
      whether this Agreement is still in effect, Distributor will be paid the stated
      commission rate on each sale. For purposes of this section, Manufacturer will
      not be considered to be “making sales” to a customer if the customer has not
      ordered any Products from the Manufacturer for a period of 12 consecutive
      months.

    


     

    8. General
      Provisions.

    


    8.1 Invalid
      or unenforceable provisions. If
      any
      provision of this Agreement, or its application to any person or circumstance,
      is invalid or unenforceable, then the remainder of this Agreement or the
      application of those provisions to other persons or circumstances shall not
      be
      affected thereby. 

     

    8.2 Notices.
      All
      notices hereunder shall be sent by hand delivery, facsimile (with original
      sent
      regular mail), overnight receipted delivery, or by registered or certified
      mail
      to Parties as follows: 

    


    Manufacturer:

    


    


    International
      Food Product Group, Inc.

    170
      Newport Center Drive, Suite 260

    Newport
      Beach, CA 92660

    Fax:
      949-759-5490

    


    


    Distributor:

    


    Isao
      Kashimura

    3-2-1
      Maurnochi, Minato-ku, Tokyo Japan

    011-81-3-576-1850

    


    Either
      Party may change the address and/or fax number above by written notice to the
      other Party. Any time periods under this Agreement will run from the date of
      actual delivery of the notice. If any notice is sent under this Agreement by
      certified mail, the notice will be presumed delivered three days from the date
      of mailing. 

    


    8.3 Applicable
      law.
      This
      Agreement shall be governed in all respects and aspects by the laws of the
      State
      of California, and the Parties hereby agree that any legal action concerning
      this Agreement shall be brought in a court of competent jurisdiction, in the
      County of Orange in California.

    


    8.4 Terminology.
      All
      terms
      and words used in this Agreement, regardless of the number and gender in which
      they are used, shall be deemed and construed to include any other number,
      singular or plural, and any other gender, masculine, feminine or neuter, as
      the
      context or sense of this Agreement or any section, paragraph or clause in this
      Agreement may require, as if the work had been fully and properly written in
      the
      appropriate number and gender.

    


    8.5
       Amendment
      and assignment of Agreement.
      This
      Agreement shall not be modified or amended except by written agreement executed
      by both Parties. This Agreement is assignable by Distributor with the consent
      of
      the Manufacturer, such consent to not be unreasonably withheld. Manufacturer
      may
      transfer and assign its rights and obligations under this Agreement to any
      entity which succeeds to all or substantially all of Manufacturer’s business and
      assets. 

    


    8.6
       Costs
      and Expenses of enforcement.
      The
      prevailing Party shall recover the reasonable costs and expenses, including
      reasonable attorney's fees, incurred by that Party in connection with any legal
      proceeding involving the enforcement of any of the provisions of this
      Agreement.

    


    8.7
       Headings.
      The
      paragraph headings throughout this Agreement are for convenience and reference
      only, and the words contained therein shall not be held to expand, modify,
      amplify or aid in the interpretation, construction or meaning of this
      Agreement.

    


    8.8
       Entire
      Agreement.
      No
      representation, promise, guarantee or warranty was made to induce the execution
      hereof or in connection herewith which is not expressly contained in this
      Agreement. Distributor recognizes that neither the Manufacturer nor any other
      person can guarantee Distributor success in the business. By the Execution
      and
      acceptance of this Agreement, the Parties acknowledge that they have read the
      same and understand each provision hereof. 

    


    8.9
       Date
      of Effectiveness.
      This
      Agreement shall be effective as of the date set forth below.

    


    9. Territory.

    


    The
      Country of Japan.

    


    10. Products.

    


    The
      Products included in this Agreement consist of the following: Coffee, Tea,
      and
      IQF Products.

    


    Additionally,
      all Products developed by Manufacturer in the future that are similar to the
      existing Products shall be considered Products subject to this
      Agreement.

    IN
      WITNESS WHEREOF, the Parties have duly executed this Agreement.

     

    Dated:
      07/27/03

    Broker:

    Silverado
      K.K. Ltd.

    /s/
      Isao Kashimura


    By:
      _______________________________

    Isao
      Kashimura

     

    Its:
      __President_____________________ 

    


    Manufacturer:

    IFPG
      170
      Newport Center Drive, Suite 260, Newport Beach, CA 92660

    /s/
      Richard Damion


    By:
      _______________________________

    


    Printed
      Name___Richard Damion____________________

     

    Its:
      _President______________________________