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      Exhibit 10.2





	DISTRIBUTION
      AGREEMENT




	1.      	PARTIES 
	 
	1.1      	This Agreement is made on the 2nd day of
      April, 2006, by and between: 
	 
	 	(a)      	Master Distributor : United
      Overseas Products Pty Ltd, with its business address at

       14th
      Floor, No. 68 Yucheng Road, Sanmin District,
      Kaohsiung City 807, Taiwan. 

	 
	 	(b)      	Regional Distributor : Asia
      Projects Corporation, with its registered address at 245 East 

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

       

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

      referred to as “ RD ” ) agree to enter into
      this agreement whereby MD will supply to RD 

      certain health related products for
      smokers, which will be marketed and sold exclusively by 

      RD in the Territory ( see Section 2.2 below
      ). 

       

	 
	2.1      	
      MD 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. 

	 
	 	
      RD 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 RD is authorized to market the Product/s. 

      Territory for this Agreement means the
      world with the exception of the People’s Republic of 

      China. 

	 


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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 
	 
	32.3.1      	Subject to the terms of this Agreement,
      MD and RD mutually agree to enter into a distribution 

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

      Territory, (a) on an exclusive basis worldwide and (b)
      non exclusive basis for China. 

	 
	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.      	SUB - DISTRIBUTORS 
	 
	5.1      	RD shall have the right to appoint
      distributors within the Territory, subject to all the 

      limitations of this Agreement. Such distributors may
      function as a network of dealers 

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

	 
	5.2      	Distributors shall be appointed using an
      agreement, which will comply with this Agreement. 
	 
	6.      	TERMS AND TERMINATION 
	 
	6.1      	The term of RD's appointment shall
      commence on April 2, 2006, and will continue for ten 

      years, with automatic successive renewals of five-year
      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 if either
      party commits a material breach of 

      this Agreement and fails to correct such default
      within 90 days from mailing of a notice to do 

      so by the other party, or both parties consent in
      writing to have the agreement terminated. 

	 
	7.   
        	PURCHASE 
	 
	7.1      	Ordering – RD shall order the Product/s
      by giving purchase orders to MD. 
	 
	7.2      	
      RD will allow MD 30 days to fill and ship such orders,
      upon receipt of an acceptable Letter of 

      Credit, Bank draft, or cash. 

	 
	8.   
        	PRODUCT PROMOTION 
	 
	8.1      	
      All selling costs, advertising and related business
      costs relating to RD's operations and 

      performance under this Agreement are borne solely by
      RD. 

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

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

      advertising, which MD deems inappropriate.
    

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

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

      period of this agreement. 

	 
	10.   
        	PRICE 
	 


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	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 60 days written notice. 
	 
	11.   
        	Payments and Delivery
  
	 
	11.1      	
      Payments for the Product ordered hereunder shall be
      paid by a confirmed irrevocable letter of 

      credit, to be paid 30 days after delivery of the
      Product/s to the port of destination, or by credit 

      card or by cash. Default of payment under any such
      letter of credit shall be deemed a material 

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

	 
	11.2      	
      MD 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 RD
      passes to RD upon their delivery by MD to a 

      third party freight carrier for ultimate delivery to
      RD. 

	 
	12.   
        	Warranties by MD 
	 
	12.1      	
      MD warrants that to the best of its knowledge, no
      other person or organization has been given 

      exclusive or non-exclusive rights to produce, use, or
      sell the Product/s in the Territory. 

	 
	12.2      	
      MD 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 RD 
	 
	13.1      	
      RD warrants that it shall not enter into any agreement
      or sublicensing rights which is in 

      violation of the terms of this Agreement.
    

	 


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	13.2      	
      RD, 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, RD will have access
      to confidential information about the 

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

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

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

      Agreement is terminated. 

	 
	14.     
	Confidential Information 
	 
	14.1      	
      The relationship between MD and RD 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      	
      RD 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      	
      RD agrees to maintain the secrecy of MD's confidential
      information. RD 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. RD 

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

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

      agents of RD 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      	
      RD agrees that all tangible materials embodying the
      confidential information remain the 

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

	 


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

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

      in writing. 

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

      copyrights, and trade secret rights. 

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

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

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

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

	 
	18.   
        	Assignment 
	 
	18.1      	
      RD may assign its rights and obligations under this
      Agreement without the written permission 

      of MD. 

	 
	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 

	 


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      provision hereof in the 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. 

	 
	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. 

	 


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

first above written.


	UNITED OVERSEAS PRODUCTS PTY
  LTD





	/s/ CHU MEI
YING





	______________________________________
              
      Authorized Signatory





		ASIA PROJECTS
  CORPORATION





	
      /s/ DUDLEY DELAPENHA

       

      
______________________________________
              Authorized
      Signatory





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EXHIBIT A

PRICE OF THE PRODUCTS

	Lozenges in  	Per plastic card  
	Brown color  	12
      Lozenges  
	  	3 across x 4 down  
	Regional Distributor’s 
    	3RMB =US$0.38 x 12= 
  
	Cost  	$4.56  
	Minimum Order  	200 Plastic Cards  
	- Quantity  	  
	Minimum Order  	$912  
	-Value  	 




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