Unassociated Document


    

      Distribution
        Contract 
        
          

        

      

      


      Party
        A:
        Harbin Hainan Kangda Cactus Hygienical Foods Co., Ltd. (the
“Company”)

      Party
        B:
        Hunan Tianxiang Trading Company, Ltd. (the “Distributor”)

      


      In
        order
        to promote "Kangda Cactus" series products to enhance the awareness of "Kangda
        Brand", in line with the equal and mutual beneficial basis, in consideration
        of
        the mutual promises and covenants herein contained, the parties agree as
        follows:

      


      


      
        	
                I.

              	
                Sales
                  region, channel and products

              


      

      The
        Company authorizes the Distributor as a regional exclusive distributor to
        sell
        the "Kangda Cactus" series products in Hunan Province in China. In the
        meanwhile, the Company promises will not authorize another distributor in
        the
        region to ensure the dealership and interests of the Distributor. The
        Distributor guarantees to cover 100% of the region in Hunan Province and
        set up
        secondary distributing agents with the sole duty of selling the Company’s
        products. And the Distributor should take closed selling in Hunan region,
        should
        not supply the Company's products outside the region. Also, the Distributor
        accepts the supervision and management of the Company and bears the liability
        for breach of contract voluntarily.

      


      The
        Distributor's qualification:

      
        	
                1.

              	
                The
                  Distributor must have corporate capacity and business
                  license.

              


      

      
        	
                2.

              	
                The
                  Distributor should have its good reputation in the
                  region.

              


      

      
        	
                3.

              	
                The
                  registered capital of the Distributor can not be lower than 500,000
                  RMB.

              


      

      
        	
                4.

              	
                The
                  Distributor should accept and carry out the selling policy of the
                  Company
                  willingly.

              


      

      
        	
                5.

              	
                The
                  Distributor have already paid the guarantee money of
                  dealership.

              


      

       

      
        	
                II.

              	
                Selling
                  task and marketing plan

              


      

      1.
        The
        Company guarantees to supply good quality and sufficient goods to the
        Distributor, should not cause any loss to the Distributor by any reason of
        the
        Company. If the Distributor has not ordered the products from the Company
        for
        three months in succession after the trial sale period or the market develops
        seriously unfavorably in the region or the Distributor seriously violate
        the
        Company's selling system or have done anything that injured the image or
        reputation of the Company, the Company has the right to cancel the dealership
        of
        the Distributor, and will cancel all its preference.

      


      2.
        The
        Distributor should in advance 7 days to declare the plan of goods delivering
        to
        the Company. The Distributor should pay the payment for goods in the bank
        account that the Company appointed in time. After confirmed by both sides,
        the
        Company should deliver the goods to the Distributor within 7 working
        days.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      
        	
                III.

              	
                Regional
                  exclusive dealership, guarantee money and
                  settlement

              


      

      
        	
                1.

              	
                The
                  Distributor should pay the guarantee money of 1,000,000 RMB to
                  the Company
                  in 7days after the signing of the contract. The company will refund
                  the
                  amount of guarantee money to the Distributor in 30 days after the
                  expirating date of the contract, if the Distributor has no
                  noncompliance.

              


      

      


      
        	
                2.

              	
                Before
                  the 10th of the first month of each quarter, both sides should
                  check and
                  calculate the account of last quarter. If there is any problem,
                  it should
                  be corrected in time.

              


      

      


      
        	
                3.

              	
                The
                  Distributor should pay the payment for goods in the Company's bank
                  account
                  by cheque, money order, telegraphic transfer or mail
                  transfer.

              


      

       

      
        	
                IV.

              	
                Price
                  of goods

              


      

      The
        Company will supply its products to the Distributor according to the nationwide
        flat rate of factory price while signing the contract. The Distributor agrees
        that the Company has the right to adjust the factory price of the products
        with
        the turn of the market and demand. The Distributor promises to obey the
        adjustment scheme that made by the Company according to the turn of the market,
        and will carry out the pricing system that made by the Company strictly.
        

       

      
        	
                V.

              	
                Delivery,
                  taking delivery, transportation and
                  insurance

              


      

      1.
        The
        Company can represent to handle the railway transportation. However, the
        minimum
        quantity of order from the Distributor must be up to 1,000 cases per time.
        The
        Distributor will take the freight charges.

      


      2.
        The
        Distributor handles the railway cargo insurance.

      


      3.
        The
        Company should deliver its goods according to the plan that is requested
        by the
        Distributor. The goods must be examined on the spot on the same day after
        it
        reaches the destination. If there’s any problem to the goods, the Distributor
        must notify the Company's personnel to examine the goods together. 

       

      
        
          	
                  VI.

                	
                  Product
                    quality

                


        

      

      1.
        The
        Distributor check on delivery of the Company's product according to the national
        standard and the Company's enterprise standard.

      


      2.
        The
        goods must be examined on the spot on the same day after it reaches the
        destination. If there’s any problem to the goods the Distributor should notify
        the Company in written form in 10 days.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                VII.

              	
                Confidential
                  information

              


      

      The
        parties agree that during and after the Term, they will keep in strictest
        confidence, and will not disclose or make accessible to any other person
        without
        the written consent of each other. The Company's products, services and
        technology, both current and under development, promotion and marketing
        programs, lists, trade secrets and other confidential and proprietary business
        information of the Company or any of its clients and third parties including,
        without limitation, Proprietary Information (all of the foregoing is referred
        to
        herein as the “Confidential Information”). The Distributor agrees not to use any
        such Confidential Information for itself or others.

       

      
        	
                VIII.

              	
                Governing
                  law

              


      

      The
        validity, interpretation and construction of this Contract and of each part
        hereof will be governed by the laws of Harbin City.

       

      
        	
                IX.

              	
                Term

              


      

      The
        term
        of this Agreement shall commence on the Apirl 10, 2007 and will be terminated
        one year later. This contract is signed in duplicate, each side holds one,
        each
        one has the same effectiveness.

       

      
        	
                X.

              	
                Termination

              


      

      This
        contract will become effective after signing by both sides and will be
        terminated on the expiring date. In case either party breaches this contract,
        the other party has the right to terminate the contract.

       

      
        	
                XI.

              	
                To
                  extend or continue the contract

              


      

      After
        the
        expiring date of the contract, and after consulted by both sides the Distributor
        has the right of priority to extend or continue the contract.

      


      Harbin
        Hainan Kangda Cactus Hygienical Foods Co., Ltd.

      99
        Taibei
        Road, Limin Economic and Technological Development Zone, Harbin, Heilongjiang
        Province.

       

      By: /s/
        Xu
        Chun Lin

      Representative:
        

      Date:
        Apirl 10, 2007


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      Hunan
        Tianxiang Trading Company, Ltd

      18
        Mid-Road, Wuling, Huaihua, Hunan Province.

      


      By: /s/
        Wang Hao

      Representative:
        

      Date:
        Apirl 10, 2007

       

      
        
          
          

        

        
          4