Unassociated Document


    

      Exhibit
10.6

       

      2010 Gome
Home Appliance Co., Ltd. — Deer (brand)

      (English
Translation)

       

      Memorandum
of Understanding

       

      Time of
Negotiations: January 15, 2010 Friday

       

      Place of
Negotiations: Gome Home Appliance Co. (headquarters) 18th Fl
Conference Room No. 31

       

      Parties:

      
 

      Party A: Guangdong Deer Consumer
Products, Inc.

      Party B: Gome Home Appliance Co.,
Ltd.

      


      Persons
in attendance:

      


      Party A: Ying He (CEO), Chuanjing Zheng
(Assistant to the President)

      Party B: JunTao Li (Vice
President), Yansong Xu (Department Chief), Lihai Zhou (Manager)

      


      Contents
of the Deer white-colored small appliances/Gome cooperation negotiation
Memorandum of Understanding:

      


      In order
to increase its competitiveness in the home appliances retail chain-store
industry, Gome selects qualified and compatible manufacturers to form in-depth
cooperative operations. The specific contents of the cooperative operation are
as follows:

      


      
        
          	 	
                  I.
      

                	
                  Cooperative
      operation model

                


        

      

       

      
        	
                 
      

              	
                1.

              	
                Both
      parties use the one-step pricing
model;

              


      

       

      
        	
                 
      

              	
                2.

              	
                The
      length of the contract is three (3) years (2010-2012). Both parties then
      decide whether to renew the contract based on the circumstances of the
      cooperation;

              


      

       

      
        	
                 
      

              	
                3.

              	
                Sales
      are on a commission basis;

              


      

       

      
        	
                 
      

              	
                4.

              	
                Accounts
      settlement is centrally conducted by the Parties’ respective
      headquarters;

              


      

       

      
        	
                 
      

              	
                5.

              	
                Party
      A provides sample products. The settlement price of the sample product is
      80% of the price of the supplied
products;

              


      

       

      
        	
                 
      

              	
                6.

              	
                Agree
      to maintain the rate of damaged and faulty products under
    2%.

              


      

       

      
        	
                 
      

              	
                II.

              	
                Division
      of the main functions and responsibilities of the
  Parties.

              


      

       

      
        	
                 
      

              	
                1.

              	
                Guangdong
      Deer Consumer Products, Inc. is responsible
for:

              


      

       

      
        	
                

                  i.

                

              	
                  

              	
                Product
      production, the formulation of delivery cycles and the safe execution
      thereof;

              


      

       

      
        	
                

                  ii.

                

              	
                 

              	
                Delivery
      of the products to each of Gome’s distribution
  depots;

              


      

       

      
        	
                

                  iii.

                

              	
                 

              	
                Support
      for the training of sales personnel (methods yet to be
      determined).

              


      

       

      
        	
                 
      

              	
                2.

              	
                Gome
      Home Appliance Co., Ltd. is systematically responsible
  for:

              


      

       

      
        	
                

                  i.

                

              	
                 

              	
                Order
      placement;

              


      

       

      
        	
                

                  ii.

                

              	
                 

              	
                Sales
      area layout;

              


      

       

      
        	
                

                  iii.

                

              	
                 

              	
                Manufacture
      of display stands;

              


      

       

      
        	
                

                  iv.

                

              	
                 

              	
                Management
      of sales personnel (hiring, daily management, training, wages and
      evaluation);

              


      

       

      
        	
                

                  v.

                

              	
                 

              	
                Planning
      and execution of sales promotion
events.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Both
      Parties are responsible for:

              


      

       

      
        	
                

                  i.

                

              	
                 

              	
                Product
      selection;

              


      

       

      
        	
                

                  ii.

                

              	
                 

              	
                Set
      product price.

              


      
 


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                III.

              	
                Operation
      categories

              


      

       

      In 2010,
the primary categories are juicers, food processors and other food processing
products; additional categories are separately determined.

       

      
        	
                 
      

              	
                IV.

              	
                Product
      profit margin standard

              


      

       

      
        	
                 
      

              	
                1.

              	
                Product
      profit margin for 2010 is no less than **% of consolidated
      profit;

              


      

       

      
        	
                 
      

              	
                2.

              	
                Parties
      will separately determine standards for 2010 [sic] and
    2012.

              


      

       

      
        	
                 
      

              	
                V.

              	
                After-sales
      service

              


      

       

      
        	
                 
      

              	
                1.

              	
                Party
      A is responsible for after-sales
service.

              


      

       

      
        	
                 
      

              	
                VI.

              	
                Implementation
      schedule of the cooperative operation
project

              


      

       

      Details
of the cooperation workflow are to be completed by February 15, 2010; the
contract is to be signed at the same time.

       

      
        	
                Party
      A: Guangdong Deer Consumer Products, Inc.

              	
                Party
      B: Gome Home Appliance Co., Ltd.

              
	
                Representative:
      /s/ Ying He

              	
                Representative:
      /s/ JunTao Li

              
	
                Date:
      2010-01-15

              	
                Date:
      2010-01-15

              


      

      


      **
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