Phoenix Energy Resource Corporation: Exhibit 10.18 - Filed by newsfilecorp.com





Exhibit 10.18

	
    


    
	
     


	Silvan Touch Exclusive Distribution
      Contract  
	Edition: V l.0 	Contract No.:201009001 


Party A: Qianxinan Silvan Flooring Company
Limited.
Party B: Lin Hongbin

After consultations and confirmation in accordance with the
principles of honesty, cooperation in good faith, equality and mutual benefit,
Party A and Party B hereby enter into the cooperation agreement in respect of
the distribution of “Silvan Touch” series products. Both parties represent as
follows: both parties have understood and recognized all contents herein, and
agree to undertake their respective responsibilities and obligations, and
perform the Agreement faithfully.

	I. 	Recognition and Appointment 


Article 1 Party B is willing to distribute the “Silvan Touch”
brand laminate flooring, multi-layer solid wood flooring, solid wood
flooring and accessory series products manufactured by Party A, and has
recognized and will voluntarily abide by Party A’s conditions and policies on
distribution of products; while Party A, after the survey and assessment, hereby
appoints Party B as the exclusive distributor of Silvan Touch products in
Chonqqing City (territory: subject to the administrative division of the
state). Article 2 Qualifications for Party B to become a distributor of
Party A in the aforesaid territory: 

1.       Annual sales target of
Party B agreed by both parties: RMB FIFTY MILLION (?:50,000,000.00)

2.        Upon the execution
of the Contract, Party B shall possess 16 subordinate distributors of Party A’s
products at least within three months after the commencement of the distribution
cooperation, and develop no less than 35 subordinate distributors of
Party A’s products within six months; and the total number of Party B’s sales
outlets in the same year shall be up to 60.

3.        Subordinate
distributors governed by Party B shall abide by relevant policies of Party A on
product distribution, and carry out unified store image building under relevant
cost support and terminal image logo requirements of Party A, as well as conduct
the market information feedback with Party A, and implement standard
distribution and after-sale service in light of Party A’s training.

4.        Party B shall pay
RMB FIFTY THOUSAND ONLY (?:50,000.00) to Party A as the brand maintenance fee
within seven working days after the execution of the Contract.

	II. 	Division of Distribution Territory 


Article 3 The distribution territory of Party B as the
distributor in the appointed territory shall be subject to the determination of
both parties through negotiation, which, in principle, shall be subject to the
administration division promulgated by the state as the division standard.

Article 4 Under the premise that Party B has fulfilled the
monthly and annual sales targets stipulated by Party A, Party A shall be obliged
to implement the distribution appointment strictly. During the cooperation
period, Party A shall not make supply to other distributors excluding Party B in
the territory, regardless of the excuse (with the exception that any large real
estate project orders directly from Party A). Party A will conduct an assessment
to Party B’s fulfillment of the sales target on a quarterly basis. Where Party B
fails to fulfill corresponding sales target, Party A will make such decisions as
giving warning to Party B, reducing the distribution territory of Party B,
increasing distributors in specially appointed territory within the territory,
or terminating the distribution appointment as the case may be.

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	III. 	Rights and Obligations of Both Parties



Article 5 Rights and obligations of Party A

1.        Party A shall be
obliged to provide products conforming to the provisions of national laws and
regulations, and offer after-sale service to the products in light of relevant
national provisions.

2.        Party A shall be
obliged to provide corresponding marketing documents in supply (relevant
supporting documents that Party B, in light of relevant national provisions,
believes that Party A shall present).

3.        Party A shall have
the right to monitor the distribution territory of Party B, and to advance the
opinions for improvement to guarantee the consistency of Party B’s development
with the Company;

4.        Party A shall have
the right to access the data regarding the territory governed by Party B, and to
build the database. The aforesaid data belong to confidential documents within
the cooperation period of both parties and even after the termination of the
cooperation, and shall not be disclosed to any third party.

5.        Party A shall have
the right to decide on the regional advertising campaign project;

6.        During the
cooperation period, Party A shall be obliged to guarantee the maximum interests
of Party B in distribution;

7.        During the
cooperation period, Party A shall be obliged to guarantee Party B’s after-sale
service in distribution to the utmost extent;

8.        Party A shall be
obliged to assist Party B to develop network, hold promotion conference, market
seminar, trainings, etc.; and

9.        Party A shall
reserve the right to divide and adjust the national market area.

Article 6 Rights and obligations of Party B

1.        Party B shall have
the right to distribute Party A’s products within the appointed distribution
territory governed;

2.        Under the premise
of not violating Party A’s policies on sale of products and market operation,
Party B shall have the right to decide on the business decision of subordinate
distributors;

3.        Party B shall be
obliged to follow and implement various sales policies, price policies, market
management policies and after-sale service policies of Party A in its
distribution activities;

4.        Party B shall have
the right to monitor the market operation of Party A’s personnel; and

5.        To suggest the
advertising campaigns in its distribution territory;

6.        To take charge of
the negotiation and handling with local consumer council, administration of
industry and commerce, quality inspection authority, and press;

7.        Where Party B has
no serious defaults during the contract period, and proposes continuous
distribution cooperation after the expiry of the Contract, and can conduct
distribution in light of Party A’s distribution policies, it shall have the
priority to renew the distribution contract, but both parties shall conclude a
new distribution contract in light of the market situation at that time;

8.        Party B shall
organize a full-time marketing team of 8 people above to specially take charge
of the market development and maintenance of ”Silvan Touch” products. Besides,
Party B shall also, in light of needs, set up exclusive store or counter in key
building material market to promote the distribution;

9.        Party B shall be
obliged to organize distributors within its distribution territory to
participate in the promotion conference, market seminar, training meetings,
etc.; and 10. In any promotion campaign carried out for the purpose of market
launch and stabilization, Party B shall allocate special human, material and
financial resources to give cooperation and support.

	IV. 	Ordering, Payment and Mode of Transportation



Article 7 Ordering and payment

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1.        When placing an
order, Party B shall issue a written order form to Party A (including fax
order). An order form shall be signed by Party B’s legal representative or
authorizee. Each order form shall form an annex to the Contract, and constitute
an integral part of the Contract.

2.        Party B shall pick
up goods in ready money, and remit the payment for goods to the bank account
designated by Party A through bank.

Article 8 Mode of transportation and responsibility

1.        Party A, after
receiving Party B’s remittance and confirming the receipt, shall be responsible
for forwarding the goods ordered by Party B to the cargo terminal designated by
Party B; while Party B shall give Party A the detained name of the cargo
terminal, name of consignee and the contact information in writing.

2.        Party A shall be
responsible for loading the goods and forwarding them to the cargo terminal
designated by Party B, also bear all liabilities prior to the sign-off of the
cargo terminal designated by Party B. Party B shall be obliged to check and
accept the goods on the day when the goods arrive at the cargo terminal; in the
event of any discrepancy in quantity, quality, specification, or model, Party B
shall advance written opinions to Party A within two days as of the date when it
receives the goods; or it shall be taken that the goods are qualified in terms
of quantity, quality, etc.

3.        Party B shall
undertake the freight and risk from the cargo terminal designated by Party B to
Party B’s destination.

4.        Where Party B
intends to insure the goods, it shall stipulate the insured amount in the order
and be liable for the insurance handling charge.

	V. 	Market Protection Strategies
  


Article 9 Party B shall carry out the market development in
light of the sales model of Party A.

Article 10 Party B can only sell the products within the
appointed territory, and is prohibited to sell beyond the appointed territory.
Sale of Party B directly or through any third party beyond its appointed
territory shall be deemed as irregular cross-territory sales. In case of
malicious cross-territory sales, Party A shall have the right to, in accordance
with its provisions prohibiting cross-territory sales, punish Party B and even
cancel Party B’s exclusive distributorship as the case may be.

Article 11 In the market territory management, in the event of
cross-territory sales within Party B’s territory, Party B shall have the right
to punish its subordinate distributors. In case of cross-territory sales beyond
the territory of Party B, Party A shall have the right to punish Party B;
meanwhile, Party B shall punish relevant responsible distributor and person.

Article 12 Party B shall monitor whether Party A’s regional
market administrator has engaged in any irregularity within its appointed
distribution territory. Once any irregularity has been found, it shall forthwith
notify Party A’s headquarters in writing; while Party A shall be obliged to
handle the irregularities reported, and give explicit reply to Party B within
five working days.

Article 13 General principles adopted by Party A in the
handling of irregularities:

1.        Where any
irregularity has been confirmed, Party A will give handling opinions to the
party engaging in the cross-territory sales and the injured party
respectively;;

2.        The party engaging
in the cross-territory sales shall forthwith act in light of the contents
stipulated in the handling opinions;

3.        The party engaging
in the cross-territory sales shall accept the punishment in light of the
handling opinions;

4.        Where the default
party fails to follow the handling stipulated herein, it shall be taken as
breach of contract. Party A shall have the right to cancel its distribution
right and reserve the right to investigate the default liability of the default party;

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5.        If the party
engaging in the cross-territory sales solves the problem with the injured party
through negotiation, Party A shall respect the solutions and undertake not to
investigate other liabilities.

	VI. 	Intellectual Property Protection 


Article 14 Party B represents and warrants that it knows
clearly that “Silvan Touch” is Party A’s trademark and trade name, and it can
only use the trademark and trade name in the manner recognized by Party A while
selling and publicizing Party A’s “Silvan Touch” brand products.

Article 15 Party B further represents and warrants to Party A
that it respects the intellectual property of Party A, and will use “Silvan
Touch”-related copyright, trademark right, patent right, internal software, user
interface and other rights strictly in accordance with Party A’s instructions.
Party B, without the written consent of Party A, shall not change “Silvan Touch”
products and its packages, or affix other loges arbitrarily, or use Party A’s
trademark, trade business, logo and package in other business activities.

Article 16 Party A shall have the right to unilaterally
terminate the Contract and claim compensation against Party B for any tort
resulting from misuse.

Article 17 Party B shall be obliged to keep Party A’s trade
secrets obtained for distributing Party A’s products confidential. Moreover, the
confidentiality obligation shall not be terminated due to the contract
termination by both parties.

Article 18 Party B, as a distributor of Party A, shall be
obliged to safeguard the intellectual property of Party A within its
distribution territory, and shall forthwith stop the behavior of any party
infringing the intellectual property of Party A found, and notify Party A in
writing of it.

	VII. 	After-sale service Management 


Article 19 Any quality problem of Party A’s products shall be
handled in accordance with relevant provisions of the state.

Article 20 Upon the arrival of Party A’s first products at
Party B, Party B shall start the establishment of the after-sale service
center.

Article 21 See Party A’s detailed after-sale service management
documents for the warranty scope, warranty period, purchase price and settlement
of Party A’s products and accessories for details. Article 22 In the event of
any quality defect with certain batch of products due to production of Party A,
Party A shall be obliged to give timely replacement, and be liable for the
freight of the goods returned. In principle, replacement is unavailable for
non-quality problem.

Article 23 Party A shall provide technical information
regarding the products to Party B by various means and on a regular basis, and
set up the user hotlines to offer better service to users.

Article 24 Party A shall be obliged to solve complaints of end
users within the distribution territory of Party B.

	VIII. 	Term and Termination 


Article 25 The Contract shall be valid for one year from 5
September 2010 to 5 September 2011, and shall become effective after
signed and sealed by both Party A and Party B.

Article 26 In any of the following cases, either party shall
have the right to notify the other party in writing to terminate the
Contract:

1.        The other party
has violated the Contract seriously or Party B has failed to fulfill the monthly
sales plan assigned by Party A for three consecutive months; 

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2.        Either party goes
bankrupt or enters the liquidation procedures (regardless of mandatory or
voluntary);

3.        Force majeure
frustrates the contract performance;

4.        Party B assaults,
slanders or damages the image and reputation of Party A in public or media;

5.        Upon the
termination of the Contract, Party A shall represent to Party B in writing that
Party A shall be responsible for the after-sale service of all products sold by
Party B.

	IX. 	Dispute Resolution 


Article 27 In respect of any dispute arising from the Contract
(including the disputes arising from the termination of the Contract), either
party shall have the right to notify the other party in writing of the
substantial contents of the dispute and its willingness to solve it through
amicable negotiation. Both parties shall try to solve the dispute friendly
within 30 days as of the aforesaid notification date. Article 28 Where no
solution acceptable by both parties is found out within 30 days, either party
shall have the right to take legal action at the court of the place where Party
A is located.

	X. 	Miscellaneous 


Article 29 This Contract shall be made in quadruplicate, with
Party A and Party B each holding two of equal legal effect, Article 30 Matters
uncovered herein shall be supplemented in the “Supplementary Agreement”. In the
event of any conflict with the Contract, the “Supplementary Agreement” shall
prevail. “Supplementary Agreement” to the Contract shall form an integral part
of the Contract, and have the equal effect as the Contract.

Article 31 Both Parties confirm that the Contract is
confidential; and neither shall disclose it to any third party without the
written consent of the other party.

Article 32 Upon the written consent of both Party A and Party
B, and the conclusion of the change letter by Party B and a third party, Party B
can transfer its distribution right to a third party, but the transferee shall
conclude a new distribution agreement with Party A.

Article 33 Party A shall bear no liability for any business
activity of Party B in distribution violating the national laws, which shall be
solved by Party B independently.

	XI. 	Important Notes 


Article 34 Party A solemnly declares that during the valid
implementation period of the Contract, all business intercourse between Party A
and Party B shall be subject to Party A’s written notice (reply); and oral
commitments of Party A’s staff regardless of the title shall be deemed as
invalid; Article 35 Party A solemnly declares that during the valid
implementation period of the Contract, any personnel of Party A regardless of
the title, without the written authorization of Party A, shall not get involved
in any economic intercourse with Party B; or the party concerned shall bear all
consequences therefrom.

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	Party A: Qianxinan Silvan Flooring Company 	Party B: Exclusive Distribution of Silvan Touch
      in 
	Limited. 	Chongqing City 
	Signatory Representative: 	Signatory Representative: Lin Hongbin 
	Legal Representative: Bai Yulu 	Legal Representative: 
	Date: 5 September 2010 	Date: 5 September 2010