Unassociated Document


     

    Exhibit
10.1

    DISTRIBUTION
AGREEMENT

    


    THIS
AGREEMENT is made and entered into this  22nd day of
January, 2009 by and between Samsung Electronics Argentina S.A., a corporation
organized and existing under the laws of the Argentine Republic, domiciled at
Bouchard 547 – 3 Piso, (1106) Buenos Aires, Argentina (hereinafter referred to
as "SEASA") and Infosonics Corporation, a corporation organized and existing
under the laws of the E.E.U.U. , domiciled at 4350 Executive Drive Suite #100,
San Diego, CA 92121 and Infosonics S.A. , a corporation organized and existing
under the laws of the Uruguay Republic , domiciled at Ponce Ave, 1302,
Montevideo, Republica Oriental del Uruguay (hereinafter referred to as
"DISTRIBUTORS").

    WITNESSETH:

    


    WHEREAS,
SEASA is engaged, by itself or through
affiliated companies, in the manufacture and sale of cellular handsets and
accessories, which intends to market in the TERRITORY hereinafter set
forth,

    


    WHEREAS,
DISTRIBUTORS are engaged in the business of importation and distribution of
products in the TERRITORY and desires to deal in and sell the products and its
accessories in the TERRITORY; and

    


    WHEREAS,
SEASA is desirous of granting to the DISTRIBUTORS the non-exclusive right to
distribute the products in the TERRITORY and the DISTRIBUTORS are willing to
accept it.

    Now,
THEREFORE, in consideration of the mutual covenants hereunder set forth, the
parties hereto agree as follows:

    


    Article
1. Definitions.

    


    When used
in this Agreement, each of the following terms shall have the meaning attributed
to it below.

    


    
      	
              (a)

            	
              “Affiliate”
      shall mean any entity that directly or indirectly, through one or more
      intermediaries, controls, is controlled by, or is under common control
      with SEASA.

            


    

    
      	
              (b)

            	
              "Agreement"
      means this Agreement, any written amendment and any exhibits or schedule
      thereto and all references to "herein"; "hereunder" or "hereof" shall
      refer to this entire Agreement.

            


    

    
      	
              (c)

            	
              "Notice"
      shall mean a notice given in accordance with the terms of Article 18 of
      this Agreement.

            


    

    
      	
              (d)  

            	
              "PRODUCTS",
      shall mean cellular handsets and accessories, as decided by SEASA from
      time to time.

            
	
              (e)

            	“SEASA”
      shall have the meaning set forth on the introductory paragraph. However,
      if       DISTRIBUTORS purchases the
      PRODUCTS to an Affiliate of SEASA, all references in Articles 2 to 23 to
      SEASA will be deemed as if they were referred to such
  Affiliate.


    

    
      	
              (f)

            	
              "SEASA's
      Trademarks" shall mean those trademarks, trade names, slogans, labels,
      logo and other trade identifying symbols whether registered or not in the
      TERRITORY which are developed and used by SEASA in connection with any of
      the PRODUCTS to be sold by the DISTRIBUTORS pursuant to this
      Agreement.

            


    

    
      	
              (g)

            	
              "TERRITORY"
      shall mean the Argentine
      Republic and Uruguay.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Article
2. Distributorship.

    

    


    
      	
              2-1  

            	
              SEASA
      hereby grant to DISTRIBUTORS a non-exclusive right to distribute the
      PRODUCTS in the TERRITORY during the term of this Agreement and subject to
      the provisions and conditions hereinafter set
  forth.

            


    

    


    
      	
              2-2  

            	
              DISTRIBUTOR
      shall buy and sell in its own name and for its own account and shall act
      as independent trader with regard to both SEASA and the customers of
      DISTRIBUTORS. Nothing in this Agreement shall authorize DISTRIBUTORS to
      engage in transactions in the name of SEASA or in any manner, which may
      create any obligations or liabilities on the part of
  SEASA.

            


    

    


    
      	
              2-3  

            	
              This
      Agreement shall not operate or be construed to create any exclusive
      relationship between the parties. SEASA shall have at any time the right
      to sell to any other person within the TERRITORY upon such terms and
      conditions as are acceptable to SEASA in its sole discretion. DISTRIBUTORS
      shall have no right or interest, including third party beneficiary or
      “most-favored nation” interest or rights, in any transaction or agreement
      between SEASA and any person within the
  TERRITORY.

            


    

    


    Article
3. Orders.

    


    
      	
              3-1  

            	
              SEASA
      shall sell the PRODUCTS to DISTRIBUTORS for resale in the TERRITORY in
      accordance with the terms and conditions of each sales contract to be
      separately agreed and fixed between the parties provided that, unless
      agreed otherwise, this Agreement shall be
  applicable.

            


    

    


    
      	
              3-2  

            	
              No
      sales contract shall be binding unless and until accepted by
      SEASA.

            


    

    


    
      	
              3-3  

            	
              SEASA
      shall use its best efforts to accept any reasonable order regarding the
      PRODUCTS placed by the DISTRIBUTORS provided that SEASA shall be entitled
      to reject DISTRIBUTOR's order or any part thereof
  when:

            


    

    


    
      	
               
      

            	
              a)

            	
              The
      PRODUCTS are not available or sufficient enough to fill the order placed
      by the DISTRIBUTOR, or all the orders placed by the DISTRIBUTORS and other
      customers; or

            


    

    
      
        	
                 
      

              	
                b)

              	
                SEASA
      have discontinued the manufacture or sale of the PRODUCTS ordered at the
      time the order is received; or

              
	 	c)	      
                The
      DISTRIBUTORS have committed a material breach under this
      Agreement.

              


      

    

    
    

    


    
      	
              3-4  

            	
              SEASA
      shall use its best efforts to meet the delivery dates set forth on the
      accepted orders. In the event of a shortage of the PRODUCTS, SEASA shall
      apportion its available supply among its customers, as it deems
      convenient. DISTRIBUTORS may cancel by delivering a written notice to
      SEASA, any order if the delivery date has not been met for more than sixty
      (60) days, without charge.

            


    

    


    
      	
              3-5  

            	
              Except
      as set forth on 3-4 above, neither DISTRIBUTORS nor SEASA shall rescind or
      amend any order, which has been accepted by SEASA without written consent
      of SEASA.

            


    

    


    
      	
              3-6  

            	
              DITRIBUTOR
      will place orders for the PRODUCTS by way of written or electronic
      purchase orders. No order from DISTRIBUTORS are binding on SEASA until
      SEASA issues an acknowledgment and acceptance to the DISTRIBUTORS for such
      order. SEASA shall have ten (10) business days to accept such order.
      If  SEASA does not accept in writing within such term, then such
      order will be deemed as rejected by
SEASA.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              3-7  

            	
              When
      placing orders DISTRIBUTOR shall give SEASA a ninety (90) days notice in
      advance, with a fixed purchase order for three months plus a non-binding
      forecast for the forthcoming two months (i.e. seventh and eighth months as
      of the notice). DISTRIBUTORS may increase the quantity of such orders for
      the fixed or forecasted months subject to written acceptance by
      SEASA.

            


    

    


    
      	
              3-8  

            	
              All
      orders will be shipped to DISTRIBUTORS FOB from the respective Samsung
      Electronics Co. Ltd. manufacturing or warehouse facility. All cost of
      freight, insurance and any other shipping expenses from FOB point, as well
      as any special packaging expenses requested by DISTRIBUTORS, shall be
      borne by DISTRIBUTORS. In addition, DISTRIBUTORS will be responsible to
      (i) obtain all licenses required to import the PRODUCTS into the TERRITORY
      and (ii) clear the PRODUCTS through local customs promptly upon arrival at
      the TERRITORY, and (iii) pay all customs duties and other charges assessed
      on such PRODUCTS in the TERRITORY. Risk of loss will pass to DISTRIBUTORS
      upon delivery to DISTRIBUTORS at FOB point as specified in this
      Section.

            


    

    


    
      Article
4. Independence of parties

    

    


    
      	
              4-1  

            	
              It
      is expressly agreed that the relationship hereby established between SEASA
      and the DISTRIBUTORS are that of a supplier and a purchaser. The
      DISTRIBUTORS are an independent contractor and does not have authority to
      cause SEASA to act in any way, or to represent that SEASA is in any way
      responsible for the acts of the DISTRIBUTORS. This Agreement does not
      establish a joint venture, agency or partnership between the parties, nor
      does it create an employer/employee
  relationship.

            


    

    


    
      	
              4-2  

            	
              SEASA
      shall not be responsible for the acts or defaults of the DISTRIBUTORS or
      its employees or representatives or its appointed sub-distributors or
      retailers and the DISTRIBUTORS hereby agrees to indemnify and to hold
      SEASA harmless from any and all claims of any nature whatsoever arising
      there from.

            


    

    


    
      	
              4-3  

            	
              DISTRIBUTORS
      represents that it complies with all local labor laws related to the
      performance of its obligations hereunder and that it has its own labor
      force sufficiently trained to comply with its obligations. DISTRIBUTORS
      accepts that it alone is liable for any obligations and liabilities that
      may arise between DISTRIBUTORS and its employees or workers as a result of
      its obligations hereunder including, without limitation, social security
      contributions, individual or collective claims, employee's withholding
      taxes and similar issues. DISTRIBUTORS agrees that there is no contractual
      relationship between SEASA and DISTRIBUTOR's employees and workers and
      will hold harmless SEASA for any related
claim.

            


    

     

    Article
5. Prices and payment

    


    
      	
              5-1

            	
              SEASA
      will sell the PRODUCTS to DISTRIBUTORS at the reasonable prices SEASA
      normally sells to its other non-exclusive distributors from time to time.
      To that end, SEASA shall provide DISTRIBUTORS with pricing schedules
      within 10 business days upon request by
  DISTRIBUTORS.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              5-2

            	
              SEASA,
      at its sole discretion, may change the prices of the PRODUCTS provided
      that such change of prices shall become effective and applicable to each
      sales contract to be effected between the parties as from the date SEASA
      notifies the DISTRIBUTORS and to be applicable to each sales contract
      pending of shipping, unless otherwise specified
  therein.

            


    

    


    
      	
              5-3

            	
              The
      DISTRIBUTORS shall cause an irrevocable and confirmed letter of credit
      without recourse, available against SEASA's draft at sight, to be opened
      for each sales contract through a leading bank acceptable to SEASA at
      least 30 days prior to the date of each shipment of the PRODUCTS.
      DISTRIBUTORS will pay all banking and similar charges incurred in
      connection with any of these
payments.

            


    

    


    
      
        	
                5-4

              	
                If
      the DISTRIBUTORS fail to provide such letter of credit, SEASA shall have
      the option of reselling the PRODUCTS in any country, holding the PRODUCTS
      for the DISTRIBUTOR's accounts and risk and/or canceling the contract and
      claiming for damages caused by the DISTRIBUTOR’s
  default.

              
	 	 
	5-5	Seasa
      and DISTRIBUTORS may agree on other forms of payment, other than the one
      provided in 5-3 and 5-4 above.


      

    

     

    
      	
              5-6  

            	
              All
      amounts payable by DITRIBUTORS to SEASA under this Agreement are exclusive
      of any tax, levy or similar governmental charge that may be assessed by
      any jurisdiction, whether based on gross revenue, the delivery, possession
      or use of the PRODUCTS, the execution or performance of this Agreement or
      otherwise, except for net income, net worth or franchise taxes assessed on
      SEASA in or outside the TERRITORY. If a change in the laws of the
      TERRITORY were to occur and such change has an adverse effect on the
      amounts payable by DISTRIBUTORS, then the amounts payable by DISTRIBUTORS
      shall be readjusted so that SEASA does not suffer a loss as a result of
      such change in the law.

            


    

    


    
      Article
6. Risk and Property

    

    


    
      	
              6-1

            	
              Risk
      in the PRODUCTS supplied by SEASA to DISTRIBUTORS will pass upon delivery
      at FOB point. Titles and any rights in such goods supplied by SEASA shall
      pass to the DISTRIBUTORS on payment in full to SEASA of the contract price
      therefor.

            


    

    


    Article
7. Inspection and Claim

    


    
      	
              7-1

            	
              Within
      one (1) month upon delivery of the PRODUCTS, the PRODUCTS may be inspected
      by a DISTRIBUTOR's qualified agent in the TERRITORY at the DISTRIBUTOR's
      cost and according to SEASA's standard "quality warranty". Should any
      defects or shortage of the PRODUCTS been found upon inspection due to its
      material failure to meet the standards of quality, DISTRIBUTORS shall give
      a written notice to SEASA within 10 days upon inspection. If (i) such
      written notice of claim for defects or shortages is accompanied by a proof
      of damage certified by an authorized surveyor, (ii) such defects or
      shortages are acknowledged by SEASA as attributable to the fault of SEASA
      and (iii) such defects or shortages are not compensated by insurance; then
      SEASA shall supply DISTRIBUTORS free of charge with new PRODUCTS or a new
      part or parts thereof as the case may be to replace the defective PRODUCTS
      or parts or to replace the missing parts, delivering the same at the port
      of destination.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              7-2

            	
              If
      DISTRIBUTORS fail to carry out the inspection mentioned in 7-1 above or
      fail to notify and/or to forward a claim within the period specified
      above, the DISTRIBUTORS should be deemed to have waived any such
      claim.  However, DISTRIBUTORS shall have the rights set forth in
      Article 8, but only regarding defects on workmanship or material of the
      PRODUCTS.

            


    

    


    
      	
              7-3

            	
              SEASA
      shall have no liability for any defects or shortages in the PRODUCTS that
      have been caused by improper storage, warehousing or transport or by
      neglect, abuse or improper use, maintenance, installation and repair
      except when the PRODUCTS are under SEASA's
  control.

            


    

    


    
      Article
8. Warranty

    

    


    
      
        	
                8-1

              	
                SEASA
      warrants in accordance with SEASA's standard "quality warranty" that the
      PRODUCTS sold by it to DISTRIBUTORS are free from defects in workmanship
      or material for a period which will be indicated in each kind of the
      product, from the delivery to the initial user or such other period as
      decided by SEASA and notified to DISTRIBUTOR from time to time, to the
      extent permitted by the applicable laws and
regulations.

              
	 	 
	 	This
      warranty does not apply to any PRODUCTS improperly repaired, changed or
      altered in any way; or subjected to misuse, abuse, negligence, or accident
      by any person other than SEASA; or used in violation of instructions
      furnished by SEASA; or normal wear and
tear.


      

    

    


    
      	
              8-2

            	
              THE
      WARRANTIES STATED IN THIS ARTICLE ARE THE ONLY WARRANTIES MADE BY SEASA IN
      CONNECTION WITH THE SALE OF THE PRODUCTS HEREUNDER. ANY AND ALL OTHER
      WARRANTIES AND/OR GUARANTEES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT
      LIMITED TO ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
      FOR PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED BY
      SEASA.

            


    

    


    


    
      Article
9. Limitation of Liability

    

    


    
      	
              9-1

            	
              IN
      NO EVENT SHALL SEASA BE LIABLE TO DISTRIBUTOR FOR LOSS OF PROFITS OR OTHER
      CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, INJURY TO PERSON OR
      PROPERTY, LOSS OF USE OF THE PRODUCTS, AND SHALL SEASA’S AGGREGATE
      LIABILITY TO DISTRIBUTOR OR ANY THIRD PARTY ARISING OUT OF OR IN
      CONNECTION WITH THIS AGREEMENT, WHETHERE IN CONTRACT, TORT (INCLUDING
      NEGLIGENCE), OR OTHERWISE, EXCEED THE MONEY PAID BY DISTRIBUTOR TO SEASA
      UNDER THIS AGREEMENT.

            


    

    


    
      Article
10. Promotion and Advertising

    

    


    
      	
              10-1

            	
              The
      DISTRIBUTORS agree that it will not, in promoting and selling the PRODUCTS
      make any representation or give any warranty with respect thereto other
      than those set forth in the catalogues and leaflets provided by SEASA,
      and/or the standard terms and conditions of warranty of the PRODUCTS
      hereunder or provided in writing by SEASA, or as may otherwise be
      authorized in writing by SEASA, unless required by
  law.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      Article
11. Trademark and other Rights.

    

    


    11-1           SEASA
authorizes DISTRIBUTORS to use non-exclusively Samsung Trademarks in the
TERRITORY during the term of this Agreement for the sole purpose of the sale and
distribution of the PRODUCTS.

    


    11-2           The
DISTRIBUTORS accepts and agrees not to use Samsung Trademarks for any other
purpose than to distribute the PRODUCTS and to use them only in such manner as
to preserve at all times all rights of SEASA.

    


    11-3           The
DISTRIBUTORS agrees that it will not alter or remove any of Samsung Trademarks
on the PRODUCTS sold under this Agreement.

    


    11-4           SEASA
shall have the right of prior review and approval of any use of Samsung
Trademarks by the DISTRIBUTORS.

    


    11-5           The
DISTRIBUTORS shall not authorize third parties except its dealers to use Samsung
Trademarks and any such attempted authorization shall be void.

    


    11-6           SEASA
authorizes DISTRIBUTORS to use Samsung Trademarks in advertisement, promotional
literature, catalogues, brochures, and other printed materials, letterhead,
visiting cards, only on the express condition that in such use explicit
reference will be made to its capacity as a DISTRIBUTORS of the PRODUCTS and
that DISTRIBUTORS submits such materials to SEASA for prior approval. The
DISTRIBUTORS shall not use the words "SAMSUNG" or any altered or shortened form
thereof in its own company name.

    


    11-7           The
DISTRIBUTORS shall discontinue and cause its dealers to discontinue the use of
the Samsung Trademarks free of compensation upon termination of this Agreement
and thereafter shall not use or permit to be used the Samsung Trademarks or any
similar trademarks, provided, however, that DISTRIBUTORS and its dealers may
sell the PRODUCTS bearing Samsung Trademarks held by them in stock at the time
of termination of this Agreement for a period of three (3) months following such
time and not thereafter.

    


    11-8           The
DISTRIBUTORS recognize and concedes for all purpose that the Samsung Trademarks,
whether or not registered in the TERRITORY, are valid and are the exclusive
property of SEASA, and that DISTRIBUTOR's right to use such Samsung Trademarks
arises only out of this Agreement and is subject to the superior right of
SEASA.

    


    11-9           The
DISTRIBUTORS agree that any rights arising out of its use of Samsung Trademarks
shall belong to SEASA and not to DISTRIBUTORS.

    


    11-10  SEASA
shall have the exclusive right at its sole discretion to bring legal actions in
the TERRITORY for trademark infringement with respect to any of the Samsung
Trademarks. The DISTRIBUTORS will assist SEASA in any proceedings for the
protection of any of the Samsung Trademarks when requested by SEASA or as may be
required by local law.

    


    11-11  The
DISTRIBUTORS shall not apply for any registration with regard to any of the
Samsung Trademarks in any country of the world including the
TERRITORY.

    


    11-12  Any
patent, design or copyright embodied in the PRODUCTS shall be the sole property
of SEASA, and DISTRIBUTORS shall not acquire any right to them by execution of
this Agreement or performance thereunder or otherwise and shall not use any of
them after termination of this Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Article
12. Sub-distributors

    


    
      	
              12-1

            	
              In
      the event the DISTRIBUTORS wishes to appoint sub-distributors, it shall
      submit its proposed agreement to SEASA and get prior written consent
      thereof from SEASA.  Any such proposed agreements must
      specifically require the sub-distributor or retail trader to be bound by
      the terms of this Agreement. In no event shall any such sub distributor or
      retail trader acquire any rights against SEASA and the DISTRIBUTORS hereby
      agrees to indemnify and hold SEASA harmless
  therefrom.

            


    

    


    
      Article
13. Reports

    

    


    
      	
              13-1

            	
              The
      DISTRIBUTORS shall discuss with SEASA certain matters related to its
      marketing activity when requested by SEASA and or DISTRIBUTORS deems it
      necessary, and shall furnish SEASA with adequate information related to
      its marketing activities provided that DISTRIBUTOR retain a right not to
      disclose certain trade secrets a its
discretion.

            


    

    


    
      	
              13-2

            	
              The
      DISTRIBUTORS shall promptly bring to the notice of SEASA any information
      received by it which is likely to be of interest, use or benefit to SEASA
      relating to the marketing of the PRODUCTS in the
  TERRITORY.

            


    

    


    
      	
              13-3

            	
              The
      DISTRIBUTORS shall, from time to time, upon the request of SEASA submit to
      SEASA reports relating to the distributorship. Such reports shall be
      submitted at least quarterly and shall include information relating to its
      financial status inclusive of the latest Balance Sheet and Profit and Loss
      Statements, total sales, sales by PRODUCTS, sales by Province within the
      TERRITORY, percentage of returns by PRODUCTS category, remaining inventory
      of the DISTRIBUTOR and the DISTRIBUTOR's suggestions and recommendations
      as to the PRODUCTS and marketing
thereof.

            


    

    


    
      Article
14. Term of Agreement

    

    


    
      	
              14-1

            	
              Except
      if terminated in accordance to what is provided in Article 15, this
      Agreement shall remain in effect for One Year, commencing on January 1,
      2009 and expiring on December 31, 2009. This Agreement may be renewed or
      extended for additional period of one (1) year thereafter by mutual
      written agreement thereof between the parties within sixty (60) days prior
      to the relevant expiration of this
Agreement

            


    

    


    
      	
              14-2

            	
              All
      the rights assigned to DISTRIBUTORS by SEASA in connection with this
      Agreement shall be reverted upon expiration or termination of this
      Agreement.

            


    

    


    Article
15. Termination

     

    
      	
              15-1

            	
              Any
      party shall have the right to terminate this Agreement, at any time,
      unconditionally and without
      cause by giving written notice to the other party within 30 day in
      advance.

            


    

     

    
      	
              15-2

            	
              SEASA
      shall have the right to terminate this Agreement at any time by giving
      written notice to DISTRIBUTORS of any material breach of the provisions of
      this Agreement incurred by DISTRIBUTORS, and with respect to which it
      fails to rectify such breach within thirty (30) days after the receipt of
      a notice in writing from SEASA requiring such
    rectification.

            


    

    
      	
               
      

            	
              Examples
      of breach by DISTRIBUTORS include but are not limited to the
      following:

            


    

    
      	
               
      

            	
              (a)
      Failing to pay SEASA owed moneys;

            


    

    
      	
               
      

            	
              (b)
      Failing to adequately promote the PRODUCTS;
or

            


    

    
      	
               
      

            	
              (c)
      Unreasonably frequent delay in issuance of order and/or opening the letter
      of credit in accordance with Article 5-4 of this
  Agreement.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              15-3

            	
              Any
      of the parties to this Agreement shall have the right to forthwith
      terminate this Agreement by giving written notice to the other party upon
      the occurrence of any of the following
events.

            


    

    


    
      	
               
      

            	
              a)
      When any of the parties to this Agreement becomes insolvent or a petition
      of bankruptcy or for corporate reorganization or for any similar relief is
      filed by or against the other party, or a receiver is appointed with
      respect to any of the assets of the other party, or liquidation proceeding
      is commenced by or against the other
party.

            


    

    


    
      	
               
      

            	
              b)
      When any of the parties to this Agreement assigns the whole or any
      substantial part of its business or assets to a third party by agreement,
      order of court or otherwise, or ceases to carry on its
      business.

            


    

    


    
      	
               
      

            	
              c)
      When any of the parties to this Agreement winds up, either compulsory or
      voluntarily, or merges into another company, or when DISTRIBUTORS makes a
      change in the principal management.

            


    

    


    
      	
              15-4

            	
              In
      the event of this Agreement being terminated or expired for any reason
      whatsoever, the following shall
apply:

            


    

    


    
      	
               
      

            	
              a)
      The DISTRIBUTORS shall not be discharged or released from any debts or
      liabilities under this Agreement, which exist at the time of the
      expiration or termination.

            


    

    


    
      	
               
      

            	
              b)
      The DISTRIBUTORS shall not make any financial demands upon SEASA for
      compensation for, or refund of, its service performed under this Agreement
      or refund of its expenses incurred from facilities and advertisement and
      others.

            


    

    


    
      	
               
      

            	
              c)
      The DISTRIBUTORS shall not use any Trademarks or Trade names belonging to
      SEASA without written consent of SEASA except for the sale of its stocks
      remaining in its hands as specified in Section 11.7
  hereof.

            


    

    


    
      	
              15-5

            	
              Upon
      expiration of this Agreement, SEASA shall have the option, but shall not
      be obligated, to repurchase from DISTRIBUTORS any PRODUCTS then in
      DISTRIBUTOR's inventory at the original cost to DISTRIBUTORS. DISTRIBUTORS
      shall then immediately ship such PRODUCTS to
  SEASA.

            


    

    


    
      Article
16. Force Majeure

    

    


    
      	
              16-1

            	
              If
      the performance of any part of this Agreement is prevented, restricted or
      interfered with for any length of time by reason of governmental
      restrictions, war, civil commotions, riots, strike, lock out, lack of
      shipping space and acts of God such as typhoon, flood, fire or any other
      similar causes which are beyond the reasonable control of the parties
      hereto, the party so affected, upon giving prompt notice to the other
      parties, shall be excused from such delay or failure of performance to the
      extent of such  prevention, restriction or interference and for
      such length of time.  If such failure continues for a period of
      more than six (6) months, either party hereto shall have the rights to
      forthwith terminate this Agreement by serving a written notice to the
      other party.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      Article
17. Secrecy

    

    


    
      	
              17-1

            	
              During
      the terms of this Agreement and thereafter DISTRIBUTORS shall not disclose
      or divulge any information concerning the PRODUCTS or business affairs of
      SEASA (including but not limited to prices, discounts, terms and
      conditions of sales, customers, business affairs, PRODUCTS, or PRODUCTS
      specification) which it receives directly or indirectly from SEASA, or
      which it requires or develops in the course of its transactions with
      SEASA. (“Confidential Information”), unless required by regulatory
      agencies.

            


    

    


    
      	
              17-2

            	
              It
      is agreed that SEASA remains the owner of the Confidential Information,
      and DISTRIBUTORS can use such Confidential Information only for the
      purpose of performing under this Agreement. The obligation in this Section
      shall survive the termination of this Agreement for five (5) years.
      However, DISTRIBUTORS shall have no such non-disclosure obligations with
      respect to any portion of the received information which is now or which
      hereafter, through no act or failure to act on the DISTRIBUTOR ́s part,
      becomes generally known or
available.

            


    

    


    
      Article
18. Notice

    

    


    
      	
              18-1

            	
              Any
      notice, request, consent, offer or demand required or permitted under this
      Agreement must be in writing and must be sufficiently given if delivered
      in person or sent by registered airmail or cable confirmed by registered
      airmail, addressed as follows:

            


    

    


    
      	
               
      

            	
              SEASA

            


    

    
      	
               
      

            	
              Address:
      Bouchard 547 – 3 Piso Ciudad Autonoma de Buenos Aires –
      Argentina

            


    

    


    
      	
               
      

            	
              DISTRIBUTORS

            


    

    
      	
               
      

            	
              Adrress:
      Infosonics Corp – 4350 Executive Drive Suite#100, San Diego, CA 92121
      EEUU

            


    

    
      	
               
      

            	
              Insfosonics
      S.A. – Avda Ponce 1302, Montevideo -
Uruguay

            


    

    


    
      Article
19. Waiver

    

    


    
      	
              19-1

            	
              The
      failure by either party to enforce any of the term or conditions of this
      Agreement shall not constitute a waiver of that party's right thereafter
      to enforce that or any other or condition of this
    Agreement.

            


    

    


    
      Article
20. Rights of Third Parties to this Agreement. Severability.

    

    


    
      	
              20-1

            	
              This
      Agreement and every term and condition thereof shall inure to the benefit
      of the parties, and shall be binding upon any successors to the parties,
      but neither party may assign this Agreement or any rights thereunder
      directly or indirectly, without the prior written consent of the other
      party. The nullity that might be determined as to any of the clauses will
      not affect the rest of the Agreement, which will stand in full force and
      effect in any aspect not affected by the nullity
    determined.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      Article
21. Governing Law.

    

    


    21-1 This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, USA without reference to the principles of conflicts of
law.

    


    21-2 Any
dispute, controversy or difference which may arise between the parties, out of
or in relation to or in connection with this Agreement, or for the breach
thereof shall be finally settled by arbitration in New York city, USA in
accordance with the rules of arbitration of the American Arbitration Association
whose award shall be final and binding upon both Parties.

    


    21-3 This
Agreement constitutes the entire agreement between the parties and supersede all
previous agreement, negotiations and commitments in respect thereto, and shall
not be changed or modified in any manner, except by mutual consent in writing of
subsequent date signed by duly authorized representatives of each party to this
Agreement.

    


    
      Article
22. Amendment

    

    


    
      	
              22-1

            	
              This
      Agreement may be amended only by a written instrument signed by duly
      authorized representatives of both parties and expressly stating that it
      is an amendment to this Agreement.

            


    

    


    
      Article
23. Headings

    

    


    23-1  Heading of article and
subsections of this Agreement are for convenience only and shall not be used in
construing this Agreement.

    


    
      Article
24. Sales Meeting

    

    


    24-1Annual
market and sales plans for the following one year shall be concluded at the end
of each year by having a sales meeting at the place mutually agreed
upon.

    


    IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Agreement as of the day and year first above
written.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
       
SAMSUNG
ELECTRONICS

    

    
       
ARGENTINA
S.A.

    

    


    


    


    
       
By: Mr.
Seung Koo Yeo

    

    
       
President

    

    
      
      

    

    


    
       
INFOSONIC
CORPORATION

    

    


    


    
       
By: Mr.
Joseph Ram

    

    
       
President

    

    


    


    


    
       
INFOSONIC
S.A.

    

    


    


    


    
       
By. Mr.
Joseph Ram

    

    
       
President