ex10_1.htm


    
      EXCLUSIVE
DISTRIBUTORSHIP AGREEMENT

      


      EXCLUSIVE DISTRIBUTORSHIP AGREEMENT
dated as of this ___th of March, 2008, by and between NANODUCK LIMITED, a
corporation organized under the laws of China (“NanoDuck”) and NANOASIA
LTD., a corporation organized under the laws of the State of Nevada
(“NanoAsia”).

      


      W
I T N E S S E T H:

      


      IN CONSIDERATION of the mutual
promises and covenants herein contained, the parties hereto hereby agree as
follows:

      


      I.              DEFINITIONS

      


      Capitalized terms used in the
Agreement shall be defined as follows:

      


      1.1 “Agreement”
shall mean this EXCLUSIVE DISTRIBUTORSHIP AGREEMENT.

      


      1.2  “Confidential
Information” shall mean all written information and data provided by the
parties to each other hereunder and marked as confidential, except any
portion thereof which:

      


                                  (a) is
known to the receiving  party, as evidenced by
the receiving  party's  written  record,
before receipt hereof under this Agreement;

      


      (b)  is disclosed to the
receiving party by a third person who has a right to make such disclosure;
or

      


      (c) is or becomes part of the
public domain through no fault of the receiving party.

      


      1.3 “Products” shall mean those
products manufactured by NanoDuck which are listed on Schedule B attached
hereto and made a part hereof. New Products may be added to Schedule A from
time to time by mutual agreement of the Parties.

      


      1.4 “Product Specifications” shall
mean the specifications for the Products set forth in Schedule B attached
hereto and made a part hereof. Specifications may be amended from time to
time by mutual agreement of the parties. Specifications for new Products
shall be added to Schedule A from tune to time by mutual agreement of the
parties.

      


      1.5 “Territory” shall mean the
entire province of Guang Dong, China and Hong Kong.

      


      II.              APPOINTMENT
AND ACCEPTANCE

      


      2.1 Appointment. NanoDuck hereby
appoints NanoAsia as its exclusive distributor within the Territory for the
promotion, sale and delivery of the Products.  In consideration
thereof, NanoAsia shall pay to NanoDuck Forty Thousand Dollars $40,000 on the
Effective Date (defined below) of this Agreement, and an additional Twenty
Thousand Dollars $20,000 within eighteen (18) months of the Effective Date of
this Agreement.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      


      2.2 Acceptance. NanoAsia hereby
accepts the foregoing appointment and agrees to use its reasonable best
efforts to develop and promote the use and sale of, to sell and
deliver, service, and assure customer satisfaction for, the Products within
the Territory.

      


      2.3 Assistance. Nanoduck agrees
to assist and cooperate with NanoAsia in marketing the Products during the
term of this Agreement. Such assistance includes sale to NanoAsia of such
quantity of Products reasonably required by NanoAsia for purposes of
clinical trials and marketing demonstration in any region in the Territory.
The price of products sold for such purposes shall be NanoDuck’s cost, with
all freight, shipping and insurance costs to be paid by NanoAsia as set
forth in Section 3.4.

      


      2.4 Sales Exclusivity. All sales
within the Territory belong to NanoAsia even if the sales are generated by
Nanoduck. For sales generated outside of the Territory, funds would be
split 70/30 between the parties with 70% going to the company that generated the
sales.

      


      III.              TERMS
AND CONDITIONS OF SALE

      


      3.1 Orders. NanoAsia shall
purchase the Products from NanoDuck in accordance with the order and
forecast procedure set forth in Schedule B attached hereto and made a part
hereof.

      


      3.2 Prices. Prices for the
Products as of the date hereof shall be determined as set forth on Schedule
C attached hereto and made a part hereof.

      


      3.3 Taxes. NanoAsia shall bear
all taxes and duties which shall be levied upon the Products within the
Territory.

      


      3.4 Delivery. Products shall be
shipped F.O.B. from the place of manufacture by NanoDuck, with all freight
and insurance premium costs to be paid by NanoAsia, by such carrier or
carriers as NanoAsia may select. Title and risk of loss shall pass to
NanoAsia upon acceptance of Products by the carrier for delivery to
NanoAsia. NanoDuck shall be required to ship Products to no more than two
destinations, designated by NanoAsia, in the Territory. NanoAsia may change
such destinations, no more frequently than one time in each calendar year,
by giving 90 days written notice to NanoDuck of such change.

      


      3.5 Inspection. Within thirty
(30) days after receipt of Products at the facility specified by NanoAsia,
NanoAsia may reject any of such Products which fail to meet the Product
Specifications by sending NanoDuck notice of the lot numbers or other
identifying data of rejected Products, together with an indication of the
specific basis for rejection, and NanoAsia shall within sixty (60) days
of delivery return to NanoDuck, at NanoDuck’s expense, any such rejected
Products, unless such Products prove to have been improperly rejected, in
which event the expense of returning such Products shall be borne by
NanoAsia. NanoDuck shall credit NanoAsia’s account and/or refund to
NanoAsia the purchase price of any such rejected Products which have been
properly rejected.

      


      IV.              TERM
AND TERMINATION

      


      4.1 Effective Date and Term. This
Agreement shall become effective as of the date first above written (the
“Effective Date”), and shall remain in full force and effect until thirty
(30) months from the Effective Date. If, however, NanoAsia is successful in
distributing the Products to the satisfaction of NanoDuck, which
determination shall be made by NanoDuck in its sole discretion, then the term of
this Agreement may be extended for another thirty (30) months upon payment by
NanoAsia to NanoDuck of Twenty Thousand Dollars $20,000.  In the event
of any such extension, the terms and conditions of this Agreement shall
otherwise remain in full force and effect unless the parties agree
in writing to any appropriate change or modification.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      


      4.2 Termination. Notwithstanding
Sections 2.1 and 4.1 hereof, the parties agree to the following
provisions:

      


      (a) in the event that NanoAsia or
NanoDuck shall fail in any material respect to observe or perform any of the
provisions of this Agreement on its part to be observed or performed, and
if any such failure shall not be remedied within sixty (60) calendar
days or, in the case of payments due, within thirty (30) calendar days
after receipt of written notice from the other party specifying such failure,
the other party may, at its option, terminate this Agreement upon giving written
notice of termination to such first party.

      


      (b) If any material agreement
or obligation of a party under this Agreement is held by judgment, rule,
order or decree to be invalid by any court, commission or governmental
authority in the Territory, the other party may, at its option, terminate
this Agreement, effective immediately, upon giving the other party written
notice of such termination.

      


      V.              CERTAIN
COVENANTS

      


      5.1 Confidential Information. It
is contemplated that in the course of the performance of this Agreement
each party may, from time to time, disclose Confidential Information to the
other. Each party agrees to take all reasonable steps to prevent disclosure
of Confidential Information; provided, however, no provision of this
Agreement shall be construed so as to preclude such disclosure of
Confidential Information as may be inherent in or reasonably necessary
for marketing Products pursuant to this Agreement, or for securing from
any governmental agency any necessary approval or license relating to the
subject or performance of this Agreement.

      


      5.2 Regulatory Requirements.
NanoAsia will notify NanoDuck in a timely manner of all applicable laws,
rules and regulations affecting the distribution, sale and use of the
Products in each region in the Territory prior to ordering any Products intended
for sale and use in any such region.

      


      5.3 Manufacturing License. Within
twelve (12) months of the commencement of sales anywhere in the Territory,
NanoAsia and NanoDuck will commence discussions concerning the possibility of
NanoAsia becoming a manufacturer of any or all of the components of the
Products.

      


      5.4 Facility Inspection. NanoAsia
may from time to time designate a representative who will visit NanoDuck’s
facilities to verify that quality control procedures are consistent with
requirements in the Territory. Such visits will be preceded by reasonable
notice, and will occur no more frequently than once every ten
months.

      


      5.5 Support and
Assistance.  NanoDuck shall make available technical and
service support to NanoAsia for applications of the Product and the
specifications of the treatment process.

      


      VI.              REPRESENTATIONS
AND WARRANTIES

      


      6.1 Manufacturing Standards.
NanoDuck will manufacture Products in accordance with the Product
Specifications.  NanoDuck warrants that it will use reasonable care in
the manufacture of its Products and they will be free from defects in
material and workmanship under normal use and service.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      


      6.2 Disclaimer of Warranties.
NANOASIA ACKNOWLEDGES AND AGREES THAT THE EXPRESS WARRANTIES SET FORTH IN
SECTION 6.1 HEREOF CONSTITUTE THE ENTIRE WARRANTIES OF NANODUCK WITH
RESPECT TO THE PRODUCTS AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

      


      6.3 Liability of NanoDuck.
Notwithstanding any other term or condition of this Agreement, NanoDuck
shall have no liability to NanoAsia or to any third party with respect to
any claims arising out of or relating to the Products or their use unless
such claim stems from a claim under Section 6.1 or a latent or
design defect in the Products which was not the result of a design or
process requested by NanoAsia. In no event shall NanoDuck have any
liability to NanoAsia or third parties with respect to any Products which have
been subjected to abuse, misuse, improper use, negligence, accident,
modification, alteration, tampering, failure of the end-user to follow
normal operating and maintenance procedures, attempted repair by
non-qualified personnel, operation outside of the normal environmental and
other specifications.

      


      6.4 Limitation on Liability.
Notwithstanding any other term or condition of this Agreement, the total
liability of NanoDuck, if any, and NanoAsia’s sole and exclusive remedy for
damages for any claim of any kind whatsoever with respect to any of
NanoAsia’s orders for the Products or with respect to any of the Products
covered thereby, regardless of the legal theory or the delivery
or non-delivery of the Products, shall not be greater than the actual
purchase price of the Products with respect to which such claim is made.
UNDER NO CIRCUMSTANCES SHALL NANODUCK BE LIABLE TO NANOASIA FOR ANY
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR
NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, REIMBURSEMENT FOR OR
DAMAGES ON ACCOUNT OF (a) LOSS OF PRESENT OR PROSPECTIVE PROFITS,
EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE
ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR
GOODWILL, (b) LOSS OF DATA, (c) COST OF SUBSTITUTE PRODUCTS, (d)

      COST OF
CAPITAL, AND (e) CLAIMS OF ANY THIRD PARTY, REGARDLESS OF WHETHER OR NOT
NANODUCK HAS BEEN APPRISED OF THE POSSIBILITY THEREOF. NanoDuck shall,
however, make available to NanoAsia any data from trials,
post-market surveillance, manufacturing and quality assurance which can
facilitate NanoAsia’s defense against claims made by a third
party.

      


      VII.              OPTION
FOR NEW PRODUCTS

      


      7.1 First Right and Option.
During the term of this Agreement, NanoDuck grants NanoAsia the first right and
option to obtain exclusive rights to market, distribute and sell in the
Territory, on the terms and conditions of this Agreement or on other terms
and conditions mutually acceptable to the parties, any new products or
services which relate to the nano-treatment of materials.

      


      7.2 Cooperation. If NanoAsia
advises NanoDuck that it is interested in adding a new product to this
Agreement, NanoDuck and NanoAsia shall cooperate in all reasonable ways
required to give NanoAsia an opportunity to test market the demand for such
new product and in establishing the price and product
specifications therefor.

      


      VIII.              MISCELLANEOUS

      


      8.1 Notices. All notices,
consents or other communications required or permitted to be given pursuant
to this Agreement shall be in writing and shall be sent by facsimile. Any
notices, consents or other communications given in connection with the
modification, extension or termination of this Agreement, shall in addition
be sent (a) by hand delivery, (b) by express mail for overnight delivery
(return receipt requested), (c) by certified or registered mail (Return
receipt requested), or (d) by recognized overnight courier service to the
respective addresses of the companies. Such notice, consent or other
communication shall be deemed given upon delivery to the intended
recipient.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      


      8.2 Modification of Agreement.
This Agreement may not be modified except by an instrument or instruments
in writing signed by an authorized representative of the party against whom
enforcement of such modification is sought. Either party may, by an
instrument in writing, waive compliance by the other party with any term or
provision of this Agreement. The waiver by either party hereto of a breach
of any term or provision of this Agreement shall not be construed as
a waiver of any subsequent breach.

      


      8.3 Assignment. Neither party
shall assign this Agreement or any part thereof without the prior written
consent of the other party; provided, however, either party, without such
consent, may assign or sell the same in connection with the transfer or
sale of substantially its entire business to which this Agreement pertains
or in the event of its merger or consolidation with another company. Any
permitted assignee shall assume all obligations of its assignor under this
Agreement. No assignment shall relieve any party of responsibility for the
performance of any accrued obligation which such party then
has hereunder.

      


      8.4 Force Majeure. Any delay in
the performance of any of the duties or obligations of either party hereto
shall not be considered a breach of this Agreement and the time required
for performance shall be extended for a period equal to the period of such
delay; provided that such delay has been caused by or is the result of any
acts of God, acts of the public enemy, insurrections, riots, embargoes,
labor disputes, including strikes, lockouts, job actions, or boycotts,
fires, explosions, floods, shortages of material or energy or
other unforeseeable causes beyond the control and without the fault or
negligence of the party so affected. The party so affected shall give
prompt notice to the other party of such cause, and shall take whatever
reasonable steps are necessary to relive the effect of such cause as
rapidly as possible.

      


      8.5 Regulatory Compliance. Each
party shall use its best reasonable efforts to obtain all regulatory
approvals necessary for its performance hereunder, but shall sustain no
liability to the other party for its failure to perform if such performance
would be in violation of any law, rule or regulation applicable to such
party.

      


      8.6 Entire Agreement. This
Agreement constitutes the entire agreement and understanding between the
parties and supersedes any and all prior agreements and understandings,
whether written or oral.

      


      8.7 Relationship of Parties.
Neither NanoDuck on the one hand nor NanoAsia on the other, nor any of their
respective agents, employees, officers, directors, independent contractors
or representatives shall (a) be considered as an agent, partner, joint
venturer, employee, or representative of the other party for any purpose
whatsoever, (b) have any authority to make any agreement or commitment for,
or to incur any liability or obligation in the other party's name or for or
on its behalf, and (c) represent to outside parties that they or any of
them has any right to bind the other party to this Agreement.

      


      8.8 Governing Law. The validity
and interpretation of this Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without regard to
principles of conflict of laws.

       

      
        
           

        

        
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      8.9 Headings. The headings
contained in this Agreement are for convenience and reference purposes only
and shall not affect the meaning or interpretation of this
Agreement.

      


      8.10 Counterparts. This Agreement
may be executed in any number of counterparts, any one of which (or any set
of which) when signed by all parties shall constitute an original
agreement.

      


      IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their duly authorized
officers the day and year first above written.

      


      NANODUCK LIMITED.

      


      


      By:

      Name:

      Title:

      


      


      


      NANOASIA
LTD.

      


      


      By:

      Name:

      Title:

      


      SCHEDULES

      


      A.       Products
and Product Specifications

      


      B.       Order
and Forecast Procedure

      


      C.       Prices

      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      SCHEDULE
A

      


      PRODUCTS
AND PRODUCT SPECIFICATIONS

      


      A.       Products

      


      
        	
                1.  

              	
                Clothing
      enhancement chemical supply

              


      

      


      
        	
                2.  

              	
                Apparel
      and fabric nano-treatment services

              


      

      


      
        	
                3.  

              	
                Garment
      nano treatment process line

              


      

      


      
        	
                4.  

              	
                Implementation
      consulting

              


      

      


      


      B.       Product
Specifications

      


      
        	
                1.  

              	
                Clothing
      enhancement chemicals supply shall include the following chemical
      products:

              


      

      


      
        	
                a.  

              	
                Nanoduck
      WOR – a durable nano-scaled chemical agent that provides water and oil
      repellent functionalities to natural and synthetic
  fabrics.

              


      

      


      
        	
                b.  

              	
                Nanoporc
      – when this chemical agent is applied to fabric/clothing it provides
      anti-bacteria, odor reduction and anti-static
  protections.

              


      

      


      
        	
                c.  

              	
                Nanoseal
      – a durable dual action agent that provides both water absorbent and soil
      release properties to natural and synthetic fibers and their
      blends

              


      

      


      
        	
                d.  

              	
                NanoUV
      – a transparent UV-blocking surface treatment for textiles designed to
      meet AS/NZS 4399:1966 standards.

              


      

      


      
        	
                e.  

              	
                Nanoporc+
      - a mixture of Nanoduck WOR and Nanoporc that provides water and oil
      repellent, anti-bacteria, odor reduction and anti-static protection to
      textiles and garments.

              


      

      


      
        	
                f.  

              	
                Nnaoduck
      UV – a mixture of Nanoduck WOR and NanoUV that provides water, oil
      repellent and UV-blocking functionalities to textile and
      garments.

              


      

      


      
        	
                2.  

              	
                Apparel
      and fabric nano-treatment services shall
  include:

              


      

      


      
        	
                a.  

              	
                Garments
      (made of natural and synthetic fiber) treatment services using the
      products listed above.

              


      

      


      
        	
                b.  

              	
                Textiles
      (made of cotton or their blends) treatment services using the products
      listed above.

              


      

      


      
        	
                3.  

              	
                Garment
      Nano-treatment process line shall
include:

              


      

      


      
        	
                a.  

              	
                Solution
      Formulation System – a computer controlled mixer to blend up to 5
      chemicals according to pre-defined
formulae

              


      

      


      
        	
                b.  

              	
                Treatment
      System – a computer controlled system with dual input and dual output
      (e.g. for water & chemical solutions) mechanism to provide
      nano-treatments to garments

              


      

       

      
        
           

        

        
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                c.  

              	
                Recycle
      System – a computer controlled system to recycle and top up
      diluted/exhausted chemicals to save
costs

              


      

      


      
        	
                4.  

              	
                Implementation
      consulting services shall include:

              


      

      


      
        	
                a.  

              	
                The
      application processes and formulations for the listed chemicals on
      different types of fabrics

              


      

      


      
        	
                b.  

              	
                The
      design, programming, and implementation of the Garment Nano-Treatment
      Process Line

              


      

      


      
        	
                c.  

              	
                Technical
      support and application research of chemical formulations for new
      fabrics

              


      

       

      
        
           

        

        
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      SCHEDULE
B

      


      ORDER
AND FORECAST PROCEDURE

      


                    Upon
successful marketing of the Products, NanoAsia shall place an order no less
frequently than quarterly and no more frequently than monthly.

      


      On the first business day of each
January, April, July and October, and at other times when changing
conditions lead to substantial shifts in expectations, NanoAsia shall
provide NanoDuck with its best estimate of anticipated orders, by product
by region by month, for the subsequent twelve (12) months. These estimates
will be used to facilitate the production and
distribution processes.

      


      
        
           

        

        
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      SCHEDULE
C

      


      PRICES

      


               The
prices of Products shall be in United States Dollars as mutually agreed by
the parties.

      


      
        	
                1.  

              	
                Clothing
      Enhancement Chemicals

              


      

       

      
        	
                Item/Product

              	
                Package

              	
                US$
      per Package

              	
                Minimum
      Order Quantity

              	
                Shipment
      Terms

              	
                Remarks

              
	
                Nanoduck

              	
                60
      Kg barrel

              	
                1,100.00

              	
                540
      kg

              	
                FOB
      Hong Kong

              	 
      
	
                Nanoporc

              	
                18
      Kg Pail

              	
                900.00

              	
                90
      kg

              	
                FOB
      Hong Kong

              	
                Based
      on AEM5700 (42% active ingredient)

              
	
                Nanoseal

              	
                60
      Kg barrel

              	
                900.00

              	
                540
      kg

              	
                FOB
      Japan

              	 
      
	
                NanoUV

              	
                60
      Kg barrel

              	
                900.00

              	
                540
      kg

              	
                FOB
      Hong Kong

              	 
      
	
                Nanoporc+

              	
                60
      Kg barrel

              	
                1,540.00

              	
                540
      kg

              	
                FOB
      Hong Kong

              	
                Based
      on 3% of Nanoporc formulation

              
	
                Nanoduck
      UV

              	
                60
      Kg barrel

              	
                1,540.00

              	
                540
      kg

              	
                FOB
      Hong Kong

              	
                Based
      on 5% of NanoUV formulation

              


      

      


      
        	
                 
      

              	
                Note1
      : The above prices are for indication only and the actual prices will be
      quoted upon receipt of order and/or forecast provided by Nanoasia at each
      quarter i.e. the first business day of each January, April, July and
      October.

              


      

      


      
        	
                 
      

              	
                Note2:
      The active ingredients of Nanoporc+ and Nanoduck UV may change because of
      the different formulations for different types of fabrics hence the actual
      prices.

              


      

      


      
        	
                Note3:

              	
                All
      prices quoted shall be valid for 30 days
only

              


      

      


      
        
           

        

        
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                2.  

              	
                Apparel
      and Fabric Nano-Treatment Services

              


      

       

      
        	
                Item/Product

              	
                Treatment

              	
                Treatment
      Method

              	
                US$
      per Unit

              	
                Delivery
      Terms

              	
                Remarks

              
	
                Woven
      Tops

              	
                Nanoduck,
      Nanoporc, Nanosea,l,

                NanoUV,

                Nanoporc+,

                NanoduckUV

              	
                Machine
      Process

              	
                1.20/kg

              	
                Ex-factory

              	
                Excluding
      cost of chemicals

              
	
                Woven
      Tops

              	
                Nanoduck,
      Nanoporc, Nanosea,l,

                NanoUV,

                Nanoporc+,

                NanoduckUV

              	
                Hand-treat
      or Spray Process

              	
                1.80/kg

              	
                Ex-factory

              	
                Excluding
      cost of chemicals

              
	
                Woven
      Bottoms

              	
                Nanoduck,
      Nanoporc, Nanosea,l,

                NanoUV,

                Nanoporc+,

                NanoduckUV

              	
                Machine
      Process

              	
                1.50/kg

              	
                Ex-factory

              	
                Excluding
      cost of chemicals

              
	
                Woven
      Bottoms

              	
                Nanoduck,
      Nanoporc, Nanosea,l,

                NanoUV,

                Nanoporc+,

                NanoduckUV

              	
                Hand-treat
      or Spray Process

              	
                2.00/kg

              	
                Ex-factory

              	
                Excluding
      cost of chemicals

              
	
                Woven
      Fabric (Cotton or its blends)

              	
                Nanoduck,
      Nanoporc, Nanosea,l,

                NanoUV,

                Nanoporc+,

                NanoduckUV

              	
                Machine
      – (Pad, Dry, Cure)

              	
                0.8/yd

              	
                Ex-factory

              	
                Excluding
      cost of chemicals

              
	
                Knitted
      Fabric (Cotton or its blends)

              	
                Nanoduck,
      Nanoporc, Nanosea,l,

                NanoUV,

                Nanoporc+,

                NanoduckUV

              	
                Machine
      – (Pad, Dry, Cure)

              	
                0.8/yd

              	
                Ex-factory

              	
                Excluding
      cost of chemicals

              


      

      


      
        	
                Note1:

              	
                The
      above prices are for indication only and the actual prices will be quoted
      upon receipt of samples.

              


      

      


      
        	
                Note2:

              	
                The
      above prices are for treatment services only and do not include post
      treatment services such as ironing or packing etc. or the cost of
      chemicals.

              


      

      


      
        	
                Note3:

              	
                Customer
      shall be responsible for delivery of goods to/from Nanoduck
      factory.

              


      

       

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      
        	
                3.  

              	
                Garment
      Nano-Treatment Process Line

              


      

      


      For each
project, a Feasibility and Evaluation Study will be conducted to determine the
customer’s requirements such as capacity and product type so to propose an
efficient configuration and an effective control program for .the
production.  The charge of the Feasibility and Evaluation Study will
be US$ 5,000 per project and which will include 3 man-days of study and a
Garment Nano-Treatment Process Line Proposal.  Should the project
cannot be completed in 3 man-days an additional of US$800/man-day will be
charged.

      


      The quote
for each Garment Nano-Treatment Process Line shall be provided separately based
on customer’s capacity and configuration requirements and which shall include
the Process Line design, programming, manufactured and implementation
costs.

      


      
        	
                4.  

              	
                Implementation
      Consulting Services

              


      

      


      
        	
                a.  

              	
                The
      application processes and formulations consulting services for the listed
      chemicals will be provided free of
charge.

              


      

      


      
        	
                b.  

              	
                The
      design, programming, and implementation of the Garment Nano-Treatment
      Process Line will be charged at US$1500/day.  This service will
      only be charged when the customer does not order the Process Line from
      Nanoduck otherwise such charges are included in the cost of the ordered
      machines..

              


      

      


      
        	
                c.  

              	
                Technical
      support and application research services of chemical formulations for new
      fabrics will be charged at US$
100/day.

              


      

      


      
        	
                d.  

              	
                Other
      consulting services shall be provided on a per-project basis and shall be
      quoted separately each time.