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                                                                                                                                                                           Exhibit 10.3 

SUB – DISTRIBUTOR’S AGREEMENT


	1.   
     	PARTIES
	 
	1.1     	This Agreement is made on the
      8th day of May, 2006, by and between:
	 
	 	(a)     	
      Regional Distributor : Asia Projects Corporation, with
      its registered address at 245 East

      Liberty Street, Suite 200, Reno, Nevada 89501,
      U.S.A.

	 
	 	(b)     	
      Sub Distributor: Pacific Health Products Company, with
      its office address at Suite 128

       – 8155 Park Road, Richmond, B.C. Canada V6Y
      1S9

       

	 
	2.   
     	BACKGROUND AND
      DEFINITIONS
	 
	2.0     	
      Regional Distributor ( hereafter referred to as “ RD ”
      ) and Sub Distributor ( hereafter referred

      to as “ SD ” ) agree to enter into this agreement
      whereby RD will
      supply to SD certain health

      related products for smokers, which will be marketed
      and sold by SD in the Territory ( see

      Section 2.2 below ).

	 
	2.1     	
      RD through its inventor, is involved in the
      development and production of a unique herbal

      product manufactured especially for smokers ( called
      the Product/s ). The Product/s, when

      taken in powder or tablet form, as a health
      supplement, will relieve coughing from smoking,

      eradicate phlegm, and claimed by the inventor to
      possibly prevent further damage to the lungs

      caused by excessive smoking. The Product/s is patented
      in the State Intellectual Property

      Office of the People’s Republic of China, on May 18,
      2005.

	 
	 	
      SD is interested in marketing and distributing the
      Product/s in the Territory. Accordingly, the

      parties have come to an agreement on the terms and
      conditions, which will govern their

      relationship and relative rights, as specified
      herein.

	 
	2.2     	
      The term "Territory" specifies the area within which
      SD is authorized to market the Product/s.

      Territory for this Agreement means British Columbia,
      Canada.

	 


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	2.3      	
      Product/s shall mean the smokers’ tablet or powder
      form, or any enhancements of the original 

      Product/s. 

	 
	3.   
        	Appointment 
	 
	3.1      	
      Subject to the terms of this Agreement, RD and SD
      mutually agree to enter into a distribution 

      agreement, under which RD will supply the Product/s to
      SD to market and sell in the Territory, 

      on a non exclusive basis. 

	 
	4.   
        	REGULATORY APPROVALS

	 
	4.1      	
      All costs that occur in the Territory that is
      associated with obtaining regulatory approvals for 

      the Product/s, will be the responsibility of
      RD. 

	 
	5.   
        	DEALERS 
	 
	5.1      	
      SD shall have the right to appoint dealers within the
      Territory, subject to all the limitations of 

      this Agreement. Such dealers may function as a network
      of marketing agents throughout the 

      Territory for the purpose of selling and servicing,
      and supplying the Product/s. 

	 
	5.2      	Dealers shall be appointed using an
      agreement, which will comply with this Agreement. 
	 
	6.   
        	TERMS AND TERMINATION
  
	 
	6.1      	
      The term of SD's appointment shall commence on May 8,
      2006, and will continue for one 

      year, with automatic successive renewals of yearly
      periods. 

	 
	6.2      	
      This agreement terminates immediately in the event
      either party files for bankruptcy or 

      insolvency. 

	 
	6.3      	
      This Agreement shall become enforceable as of the time
      it is executed by both parties hereto. 

      Execution by signature of an original or facsimile
      copy by both parties is sufficient. 

	 


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	6.4      	
      This Agreement may be terminated at any time
      (a) if either party commits a material breach of this 

      Agreement and fails to correct such default
      within 60 days from mailing of a notice to do so by the 

      other party, or (b) either party consent in
      writing to have the agreement terminated by giving 90 days 

      written notice to the other party.
    

	 
	7.      	PURCHASE 
	 
	7.1      	Ordering – SD shall order the Product/s by giving
      purchase orders to RD. 
	 
	7.2      	SD will allow RD 30 days to fill and ship such orders,
      upon receipt of a money order, bank draft, or cash. 
	 
	7.3      	Upon signing this agreement, SD must order and pay for
      20 - introductory packages of lozenges. 
	 
	8.      	PRODUCT PROMOTION 
	 
	8.1      	
      All selling costs, advertising and related business
      costs relating to SD's operations and 

      performance under this Agreement are borne solely by
      SD. 

	 
	8.2      	
      SD agrees not to make unjustifiable claims ( that is,
      beyond those issued by RD ) concerning 

      the performance of the Product/s, and agrees to
      immediately discontinue or modify any 

      advertising, which RD deems inappropriate.
    

	 
	9.      	TRADEMARKS 
	 
	9.1      	
      RD will develop and use exclusive trademark rights
      referred to as (the "Trademarks"). SD 

      acknowledges RD's exclusive rights and agrees not to
      infringe upon RD's rights within the 

      period of this agreement. 

	 
	10.     
	PRICE 
	 
	10.1      	
      The purchase price and minimum orders for the
      Product/s are detailed out in Exhibit A, which is an 

      integral part of this agreement. The price is
      inclusive of freight and insurance. 

	 
	10.2      	Pricing of the Product/s is subject to change with 30
      days written notice. 
	 


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	11.   
        	Payments and Delivery
  
	 
	11.1      	
      Payments for the Product ordered hereunder shall be
      paid by check, bank draft, or by credit 

      card or by cash. Default of payment under any check
      issued, shall be deemed a material 

      default permitting RD to terminate this Agreement in
      accordance with Section 6 above. 

	 
	11.2      	
      RD shall only be liable for delay in delivery if
      delivery is unreasonably late and more than 

      thirty (30) days later than specifically agreed to in
      writing. 

	 
	11.3      	
      Risk in, and title to the Product/s ordered by SD
      passes to SD upon their delivery by RD to 

      SD. 

	 
	12.   
        	Warranties by RD 
	 
	12.1      	
      RD warrants that to the best of its knowledge the
      Product/s does not infringe any proprietary 

      rights of others within the Territory.
  

	 
	13.   
        	Warranties by SD 
	 
	13.1      	
      SD warrants that it shall not enter into any agreement
      or sublicensing rights which is in 

      violation of the terms of this Agreement.
    

	 
	13.2      	
      SD, its directors and officers, and affiliated
      companies, warrant that they will not themselves 

      or through third parties, circumvent this Agreement,
      nor will they attempt to copy, duplicate or 

      compete with the Product/s during the term of this
      Agreement, and upon its termination, for 

      another 5 years thereafter. 

	 
	13.3      	
      During the term of this Agreement, SD will have access
      to confidential information about the 

      Product/s. SD, its directors and officers and
      affiliated companies, warrant that it will keep such 

      information confidential from third parties during and
      after this Agreement expires. 

	 
	 	
      SD warrants that it shall return any and all
      confidential information of RD when this 

      Agreement is terminated. 

	 


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	14.   
        	Confidential Information
    
	 
	14.1      	
      The relationship between RD and SD may lead to the
      disclosure of extremely confidential 

      information. Such confidential information may
      include, for example: drawings, sketches,

       written and oral descriptions, photographs,
      plans, formulas, processes, apparatus, samples, 

      customer lists, price lists, studies, findings,
      reports, computer programs, inventions and know- 

      how; but is not limited entirely to these specific
      forms. 

	 
	14.2      	
      SD desires the opportunity to use the extremely
      confidential information solely for the limited 

      purposes of selling and distribution of the Product/s
      in the Territory. 

	 
	14.3      	
      SD agrees to maintain the secrecy of RD's confidential
      information. SD further agrees not to 

      disclose any confidential information to any person
      other than employees thereof who need to 

      know confidential information in order to fulfill the
      limned purposes described above. SD 

      agrees to assume responsibility for unauthorized
      disclosure and use by employees and officers 

      and others who gain access to the confidential
      information through SD. All employees or 

      agents of SD to whom the confidential information is
      disclosed, will be told of the confidential 

      relationship evidenced hereby and the responsibilities
      created under this Agreement. 

	 
	14.4      	
      SD agrees that all tangible materials embodying the
      confidential information remain the 

      exclusive property of RD and will be appropriately
      secured to prevent unauthorized use or 

      access, and further will be returned upon termination
      of this Agreement. SD further agrees not 

      to manufacture goods using the confidential
      information unless authorized specifically by RD 

      in writing. 

	 
	15.   
        	Limitations on SD 
	 
	15.1      	
      SD agrees not to infringe any proprietary rights of
      RD, such as patent rights, trademark rights, 

      copyrights, and trade secret rights. 

	 


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	16.   
        	Claims against RD 
	 
	16.1      	
      SD will defend, indemnify, and hold RD harmless from
      and against all liability and claims 

      caused by the negligence or malfeasance of SD or due
      to misrepresentation of the Product/s. 

	 
	17.   
        	Claims against SD 
	 
	17.1      	
      RD will defend, indemnify, and hold SD harmless from
      and against all liability and claims 

      caused by the negligence or malfeasance of RD, or due
      to misrepresentation of the Product’s. 

	 
	18.   
        	Assignment 
	 
	18.1      	
      SD may not assign its rights and obligations under
      this Agreement without the express written 

      permission of RD. 

	 
	19.   
        	Entire Agreement 
	 
	19.1      	
      This Agreement represents the entire agreement between
      the parties and any previous 

      agreements, understanding or arrangements, whether
      oral or written, are hereby excluded. 

	 
	20.   
        	Partial Enforceability
  
	 
	20.1      	
      Any provision hereof that is held to be inoperative,
      unenforceable or invalid in any jurisdiction 

      shall be inoperative, unenforceable or invalid in that
      jurisdiction without affecting any other 

      provision hereof in mat jurisdiction or the operation,
      enforceability or validity of that 

      provision in any other jurisdiction, and to this end
      the provisions hereof are declared to be 

      severable. 

	 
	21.   
        	Modification of Agreement
    
	 
	21.1      	
      No modification of this Agreement shall be valid or
      binding unless the modification is in 

      writing and executed by the parties to this
      Agreement. 

	 


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	22.   
        	Force Majeure 
	 
	22.1      	
      If the performance under this Agreement is prevented,
      restricted, or interfered with by reason 

      of fire or other casualty or accident; strikes or
      labor disputes, inability to prove raw materials, 

      power or supplies, war or other violence; any law,
      order, proclamation, regulation, ordinance, 

      demand, or requirement of any government agency, or
      any other act or condition beyond the 

      reasonable control of the parties hereto, the party so
      affected, upon giving prompt notice to the 

      other party, will be excused from performance to the
      extent of the prevention, restriction, or 

      interference, provided that the party so affected uses
      its best efforts to avoid or remove the 

      causes of nonperformance and continues performance
      when causes are removed. Such notice 

      shall be completed within 48 hours after it
      happens. 

	 
	23.   
        	Counterparts 
	 
	23.1      	
      This Agreement may be executed in any number of
      counterparts, each of which shall be 

      deemed to be an original, all of which shall
      constitute one and the same Agreement. 

	 
	24.   
        	Disagreements 
	 
	24.1      	
      All disagreements are to be settled by way of
      arbitration by an independent U.S. arbitrator in 

      the State of Nevada. 

	 


IN WITNESS WHEREOF the parties hereby executed
this Agreement as of the day, month and year first above written.


	SMOKERS LOZENGE INC.

/s/ Dudley Delapenha

______________________________
Authorized Signatory

PACIFIC
      HEALTH PRODUCTS COMPANY





	/s/ Y.H. Liu
______________________________
Authorized Signatory




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