Exhibit 10.3



                        EXCLUSIVE DISTRIBUTION AGREEMENT
                        --------------------------------


Recitals:

a. Pursuant to a Reorganization and Stock Purchase Agreement dated as of October
15, 2002 and effective as of October 24, 2002 (the  "Agreement"),  Soyo, Inc., a
Nevada corporation ("Soyo Nevada"),  became a wholly-owned subsidiary of Vermont
Witch Hazel Company, Inc., a Nevada corporation ("VWHC").

b. Soyo Nevada was previously a wholly-owned subsidiary of Soyo Computer,  Inc.,
a Taiwan company ("Soyo Taiwan").

c. Soyo Nevada is a distributor  of computer  parts and  components  provided by
Soyo Taiwan,  which it sells under the "Soyo" brand in North,  Central and South
America.

d. VWHC subsequently changed its name to Soyo Group, Inc. ("Soyo Group").

e.  In  conjunction   with  the  transaction  in  which  Soyo  Nevada  became  a
wholly-owned   subsidiary  of  Soyo  Group,   Soyo  Taiwan  acquired  shares  of
convertible preferred stock of Soyo Group ("Convertible Preferred Stock").

f. Soyo Nevada owed Soyo Taiwan  approximately  US$20,000,000 on open account as
of October 24, 2002 for the purchase of computer parts and components,  of which
the payment for US$12,000,000 has been deferred until December 31, 2005.

g. The parties  hereto  inadvertently  neglected  to include in the  Agreement a
provision  confirming  that Soyo Nevada is, and shall continue as, Soyo Taiwan's
exclusive  distributor  for its  products in North,  Central and South  America,
effective as of October 24, 2002.

The parties hereto desire to amend the Agreement to include the following
provisions:

1. Soyo Taiwan  hereby  agrees and  acknowledges  that Soyo Nevada is, and shall
continue  as, Soyo  Taiwan's  exclusive  distributor  for its products in North,
Central and South America.

2. Soyo Taiwan  hereby  acknowledges  and agrees that it will not be entitled to
any  additional  consideration  for entering  into this  Exclusive  Distribution
Agreement.

3. Soyo Taiwan hereby  acknowledges  that it will not have the right,  under any
circumstances  whatsoever,  to terminate this Exclusive  Distribution  Agreement
with Soyo Nevada prior to December 31,  2005.  Subsequent  to December 31, 2005,
Soyo  Taiwan  will  have the  right to  terminate  this  Exclusive  Distribution
Agreement,  as  specified  below,  one year after  Soyo  Taiwan,  including  any
officer,  director or affiliate of Soyo Taiwan, ceases to own, control or have a
beneficial  interest in,  directly or indirectly,  any shares of common stock or
preferred stock of Soyo Group.



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Subject to compliance  with this  provision,  Soyo Taiwan will have the right to
terminate this Exclusive  Distribution  Agreement by issuing a written notice of
termination to Soyo Nevada, which will become effective one year thereafter.

4.  During the  one-year  period  subsequent  to the  issuance  of the notice of
termination of the Exclusive Distribution  Agreement,  Soyo Taiwan hereby agrees
that it will  continue  to provide  Soyo  Nevada on an open  account  basis with
computer parts and  components at the quantities  required and on a timely basis
to enable Soyo Nevada to continue to conduct its business operations at budgeted
levels,  which shall be defined herein as not less than a level  consistent with
the operations of Soyo Nevada's business in 2005.

5. The parties hereto agree that this Exclusive  Distribution Agreement shall be
deemed  effective  as of October  24,  2002,  upon the  execution  by all of the
parties denoted below.


Additional provisions:

1. The parties  hereto agree that this Exclusive  Distribution  Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same document.  For
purposes of  execution  of this  Exclusive  Distribution  Agreement,  a document
signed and transmitted by facsimile machine or telecopier shall be treated as an
original document.

2. This  Exclusive  Distribution  Agreement  shall be construed  and enforced in
accordance with the laws of the State of California. The prevailing party in any
dispute shall be entitled to  reimbursement  for reasonable  attorney's fees and
costs.


Acknowledged and Approved:


Soyo Group, Inc.                              Soyo, Inc.
(formerly known as Vermont
 Witch Hazel Company, Inc.)


By: /s/Nancy Chu                              By: /s/ Nancy Chu
   ---------------------                         ---------------------


Title: CEO                                    Title: CEO
      ------------------                            ------------------



Soyo Computer, Inc.


By: /s/ Andy Chu
   ---------------------

Title: President
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