Unassociated Document


    Distribution
      Contract 
      
        

      

    

    


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

    Party
      B:
      Lanzhou Xinhui Economic and 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 Gansu 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 Gansu 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 Gansu 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 March 28, 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:
      March 28, 2007


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Lanzhou
      Xinhui Economic and Trading Company, Ltd.

    90-2
      East
      Road, Donggang, Lanzhou, Gansu Province.

    


    By: /s/
      Sun Yong Ming

    Representative:
      

    Date:
      March 28, 2007


    
      
        
        

      

      
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