Unassociated Document


    Qingdao
Footwear Co., Ltd

     

    Distributor
Contract

     

    
      	
              Party
      A:

            	 
      
	 	 
	
              Legal
      Person:

            	
              Address:

            
	 	 
	
              Tel:

            	
              Fax:

            
	 
      	 
      
	
              Party
      B:

            	 
      
	 	 
	
              Legal
      Person:

            	
              Address:

            
	 	 
	
              Tel:

            	
              Fax:

            


    

     

    According
to relevant provisions of the Chinese People's Republic of contract law, upon an
equal footing, both Party A and Party B have agreed and reached the following
agreements, in the implementation of the agreement process, both parties should
strictly abide by the agreement.

     

    
      	
              1.

            	
              Distribution
      Area

            


    

     

    Party A
authorizes Party B as its distributor at ___________ area for “Hongung” series
shoes. Party B is fully responsible for the market development and maintain in
such area for Party A’s products.

     

    
      	
              2. 

            	
                  Contract
      Period

            


    

     

    This
contract is effective from ____________ to ___________, _____ years of time.
Upon expiration of the contract, Party A is entitled to modification of the
contract, Party B has priority signing right.

     

    
      	
              3. 

            	
                  Cooperation
      Guarantee

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      
        a. Party B
guarantees not to distribute outside its distribution area. In case of
violation, Party A is entitled to dismiss the contract and Party B as its
distributor.

      

    

     

    
      
        b. If Party
B had failed to develop within contract period, with a much less sales turnover
compare with other distributors, Party A has the right to terminate the contract
and replace the distributor.

      

    

     

    
      	
              4.

            	
              Settlement

            


    

     

    Cash on
Delivery, Replenish fee will be
wired to designated account of Party A.

     

    
      	
              5.

            	
              Party
      A’s responsibilities

            


    

     

    a) Party
A is responsible for monitor and prevent abnormal phenomena happening in order
to ensure Party B‘s legal rights and interests within the sales
region.

     

    b) Any
advertising media, promotional materials, promotional products, promotional
activities and so on incurred by party B during selling party A’s products,
Party B shall propose a plan, after examination and approval of Party A, Party B
will be allowed to implement.

     

    
      c) Party A will assist Party B with pre-sale, sale and after-sale
service.

    

     

    
      d) Party A will provide goods needed by Party B and responsible for
marketing management and  guide job.

    

     

    
      e)  Party A is responsible for delivering goods to Party B,
but Party B bears shipping fee.

    

     

    
      	
              6.

            	
              Party
      B’s responsibilities:

            


    

     

    
      a) Party B ensure that the products specified in the contract are
sold in limited regions

    

     

    
      b) Party B should exclusively operate “Hongung” brand
shoes.  If operate other brand-name shoes,  as a whole
should be based on " Hongung " brand oriented, " Hongung" brand should be
accounted for more than 50% of Party B operation product variety . Purchases
from Party A should be accounted for more than 80% of the total sales orders of
Party B.

    

     

    
      c) Party A is responsible for promotion campaign and price change
origination, Party B must coordianate actively

    

     

    
      d) Party B should use their best efforts in after-sales service,
actively maintain the brand image, and coordinate well with the local industry
and commerce, taxation, quality inspection and other related
parties.

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

         e)
Party B shall not be allowed to sell counterfeit products with similar name,
packaging, style or similar products

    

     

    If Party
B breaches any above provisions, Party A will punish party B depending on the
severity, until the abolition of Party B’s distribution
qualification

     

    
      	
              7.

            	
              Product
      Transport and Inspection Agreement

            


    

     

    a) Party
A transports as agent, city freight paid by Party A, long-distance freight paid
by Party B.

    b) Paty B
should take inventory of products name, specification, number, sign and chop on
the shipping document when goods of Party A are delivered to Party B. If goods
are shortage or damaged, Party B should inform Party A to find out reasons,
otherwise, all lose are taken by Party B.

    


    
      	
              8.

            	
              Contract
      changes

            


    

     

    The
changes of any terms in the contract, should be discussed by both parties, and
sign an additional agreement in written form.

     

    
      	
              9.

            	
              The
      contract is duplicated, each party hold one, it should be confirmed by
      both parties signature and stamp. The faxation and copy of the contract
      has the same legal effect as original
document.

            


    

     

    All
disputes generated during the performance of this contract, both parties should
be solved through friendly consultations, if consultation fails, it should be
judged by local people’s court of Party A.