roi_ex103-71017.htm


    Exhibit
      10.3

    SALES
      AND DISTRIBUTION AGREEMENT

    


    


    This
      Exclusive Agreement is made and
      entered into in Encinitas, California as of this 4th day of October 2007 by
      and
      between YamaBuggy LLC. (the "Company") and Yamabuggy Sales and
      Distribution, Inc. (the "Contractor").

    


    RECITALS

    


    The
      Company is engaged in the business
      of manufacturing, distribution and marketing of Yamaha JV powered dune buggy
      (the "Products").  Contractor is a newly formed sales
      organization and the Company desires to secure the services of Contractor for
      exclusive representation in North America upon the terms and conditions set
      forth below, and Contractor desires to be so retained by the
      Company.

    


    NOW,
      THEREFORE, in consideration of the
      foregoing, and the mutual covenants and promises contained herein, and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged by each party hereto to the other, it is agreed as
      follows:

    


    AGREEMENT

    


    1.        Provision
      of Services.  
      Contractor
      agrees to, and shall solicit sales of the Products to those independent retail
      accounts (collectively "Customers") who are or which may be
      interested in acquiring the Products in North America. All written orders taken
      by Contractor for sales of the Products shall be effective only upon written
      acceptance by the Company.  All credit approvals; billings and orders
      of the Products shall be processed and handled by the Company
      directly.  The Contractor shall have no authority to make any credit
      approvals or collections on behalf of the accounts of the Company, unless
      expressly authorized to do so.

    


    2.           Performance.  Contractor
      shall maintain his/her own schedule, and shall determine in his/her sole
      discretion the manner of performance and the amount of time to devote to the
      solicitation of sales of the Products, provided Company may from time to time
      establish performance goals for Contractor to obtain.  The failure of
      Contractor to reach these performance goals may be cause for termination of
      this
      Agreement.  Contractor will have 30 days to respond to Company’s
      performance goals and establish a collaborative effort with Company to increase
      sales.  Collaboration may require, but not limited to additional
      support in marketing, product development, and competitive analysis by company,
      to help support the expected goals.  Contractor will use all customary
      efforts to communicate with Company on establishing goals.  Both
      parties recognize the responsibilities of product sales within the context
      of
      this agreement and will work with best efforts to support and build the sales
      channel.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.           Remuneration.

    


    
      	
            	
              A.

            	
              The
                Contractor shall receive 5% of net revenues of the sales, and through
                a
                “lock- box” arrangement reconcile the revenue and release  95%
                of the revenue to the Company and 5% to the Contractor. Payment to
                Company
                shall be due upon receipt by lock box of payment for such
                Products.  The invoice price on which the payment shall be based
                shall not include any freight charges or taxes and shall be reduced
                by the
                amounts of any discounts, returns or allowances, but at no time shall
                the
                discount or allowance be greater than 10% of the Dealer sales price,
                assuring Contractor of a minimum of $200 per Product unit
                sold.

            


    

    


    


    4.           Sale
      Price of Products.  The
      Company shall determine all prices and terms of sale for its
      Products.  The Company will notify Contractor, in writing, of price
      changes.

    


    5.           Warranties.
      The Contractor shall not make any warranties with respect to the Products of
      the
      Company.  Any warranties to be made by the Company shall be reflected
      in its acceptance of an order, invoice or other contract forms.

    


    6.           Term.
      The initial term of this Agreement will be 5 years, and automatically
      renew for the same term, unless otherwise terminated by the Company and the
      Contractor.

    


    7.           Relationship
      of Parties.  Contractor
      will sell and market only products offered by YamaBuggy LLC. Contactor and
      it’
stockholders, under this agreement shall conduct itself for the sole benefit
      of
      YamaBuggy LLC.

    


    8.           Expenses.  Contractor
      shall be responsible for and shall pay, and hereby indemnifies Company against,
      all expenses incurred in connection with soliciting the sale of the Products
      by
      the contractor.   Company agrees to indemnify Contractor against
      all claims, expenses, related to product liability, production, corporate
      marketing, sales and any other expense or liability of Company.

    


    9.           Confidentiality.

    


    
      	
            	
              A.

            	
              Contractor
                and Company agrees that it will not, at any time during the term
                of this
                Agreement or thereafter, in any form or manner, directly or indirectly,
                voluntarily or involuntarily, disclose, furnish or make accessible
                to any
                person or other entity or use for his/her own benefit, other than
                in
                furtherance of the business and interests of the Company or Contractor,
                any Confidential Information (hereinafter defined) which it may obtain
                or
                have access to, receive, contribute to, originate, discover or relating
                to
                Trade Secrets (as that term is defined under applicable law in the
                State
                of Nevada), product specifications, customer lists, , prospective
                customers, services and sales information.  Confidential
                Information shall include, without limitation, any of the following
                types
                of information outside of the public
                domain:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (i)

            	
              Any
                and all forms of raw and other data relating to the Company's or
                Contractors business, the Products or processes, whether or not marked
                "confidential", derived from any and all sources,
                including without limitation:  meetings; information from
                correspondence or otherwise analyzed data; computer printouts and
                graphic
                materials.

            


    

    


    
      	
            	
              (ii)

            	
              Any
                and all materials, documents, information, systems, processes and
                techniques relating to the Products, the Company’s computer software,
                market or other research techniques, and any and all materials, documents,
                information, systems, processes obtained from or on behalf of or
                at the
                direction of the Company or Contractor, or any current or prospective
                customer of the Company or
                Contractor.

            


    

     

    
      	
            	
              (iii)

            	
              Any
                and all information, computer printouts, materials, documents, processes,
                schematics, compilations or reports relating to the sales history
                of any
                current or prospective customer, customer files, pricing structure,
                rebates, marketing information, customer base or business forms of
                the
                Company or Contractor.

            


    

    


    
      	
            	
              B.

            	
              Contractor
                confirms, acknowledges and agrees that any and all tangible and intangible
                records, tapes, notes, pictures, video tapes, printouts and documents
                which it may use, create, utilize or possess during the term of this
                Agreement, including but not limited to those written, produced or
                created
                by Contractor, are the sole and exclusive property of the Company
                and may
                not be duplicated for Contractor's own benefit without the express
                written
                consent of the Company which will not be unreasonably
                withheld.  All such items in Contractor's possession or control
                will be immediately delivered to the Company upon request and, if
                not
                earlier requested, upon the termination of this
                Agreement.

            


    

     

    
      	
            	
              C.

            	
              The
                provisions of this Section 10 shall survive termination of this Agreement,
                and shall survive the Term of this Agreement for a period of three
                (3)
                years following termination of the
                Agreement.

            


    

    


    10.           Restrictive
      Covenant.  In
      view of Contractor's and Company’s access to Confidential Information and Trade
      Secrets of the Company and Contractor, and in consideration of the value of
      such
      property to the Company and Contractor, during the term of this Agreement and
      for a period of two years after termination of this Agreement for any reason,
      Contractor and Company shall not compete, without the prior written consent
      of
      the Company.

    


    
      	
            	
              A.

            	
              Contact
                or solicit the trade or patronage of any of the customers of the
                Company
                or Contractor for his/her self or any other person or entity, with
                respect
                to the business engaged in by the Company or Contractor.  The
                term "customers" shall for purposes hereof be deemed to
                include, without limitation, the officers, directors, agents, employees,
                parents, subsidiaries and affiliates of such customers, and all persons
                or
                organizations with whom the Company or Contractor has done business
                during
                the term of this Agreement

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              B.

            	
              Solicit,
                induce or attempt to induce any employee of the Company  or
                Contractor to leave their respective Company's employ to become connected
                in any way with, or employ or utilize any such employee in any other
                business engaged in the sale or distribution of products similar
                to the
                Company's or Contractors.

            


    

     

    11.           Remedies.  Notwithstanding
      any dispute involving application of the injunctive relief as provided in
      Section 12 hereof, any other dispute or claim arising out of any provision
      of
      this Agreement, whether based on statute, regulation, contract, tort or
      otherwise, shall be submitted to arbitration before a single arbitrator pursuant
      to the commercial arbitration rules of the American Arbitration
      Association.  Any such arbitration shall be conducted in San Diego
      County, California.  An arbitration award rendered pursuant to this
      Section 12 shall be final and binding on the parties and may be submitted to
      any
      court of competent jurisdiction for entry of a judgment thereon.

    


    12.           No
      Employee Benefits.  Contractor
      shall not be eligible for any benefits payable to employees of Company or
      otherwise.

    


    13.           Assignment.  This
      Agreement may not be assigned by either party in whole or in part without the
      prior written consent of the other party hereto, except as specifically provided
      herein.  This Agreement may be assigned by the Company or Contractor,
      in its sole discretion, to any subsidiary or affiliate of the
      Company  or Contractor or to any successor of the Company or
      Contractor either by merger or acquisition of substantially all of the assets
      or
      the business of the Company or Contractor as a going concern.

    


    14.           Applicable
      Law.  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California, without reference to any conflicts of law
      provisions.

    


    15.           Binding
      Effect.  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and there respective heirs, legal or personal representatives, successors and
      assigns.

    


    16.           Notice.  All
      notices required hereunder shall be in writing and shall be deemed to have
      been
      given if delivered personally or by United States certified or registered mail,
      postage prepaid, return receipt requested, or by a recognized overnight delivery
      service to the parties at their respective addresses set forth below their
      signatures to this Agreement, or to such other address as shall be specified
      in
      writing by either party to the other in like fashion.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    17.           Entire
      Agreement.  This
      Agreement sets forth and constitutes the entire agreement and understanding
      of
      the parties with respect to the subject matter hereof.  This Agreement
      supersedes any and all prior agreements, negotiations, correspondence,
      undertakings, promises, covenants, arrangements, communications, representations
      and warranties, whether oral or written (together the "Prior
      Communications") of any party to this Agreement and no party to this
      Agreement may rely or shall be deemed to have relied upon any Prior
      Communications.

     

    18.          Severability.  If
      any provision of this Agreement shall be declared by any court of competent
      jurisdiction to be illegal, void or unenforceable, the other provisions hereof
      shall not be affected thereby but shall remain in full force and
      effect.  Furthermore, if any of the restrictions regarding
      post-termination activities is found to be unreasonable or invalid, the court
      before which the matter is pending shall enforce the restriction to the maximum
      extent it deems to be valid and enforceable.  Such restrictions shall
      be considered divisible both as to time and as to geographical
      scope.

    


    19.           Waiver.  Failure
      of either party hereto to insist upon strict compliance with any of the terms,
      covenants and conditions hereof shall not be deemed a waiver or relinquishment
      of such terms, covenants and conditions or of any similar right or power
      hereunder at any subsequent time.

    


    20.           Amendment.  A
      written instrument executed by both parties hereto may not amend except this
      Agreement.

    


    21.           Construction.  Whenever
      applicable in this Agreement, the singular and the plural, and the masculine,
      feminine and neuter shall be freely interchangeable, as the context
      requires.  The Section headings or titles shall not in any way control
      the construction of the language herein, such headings or titles having been
      inserted solely for the purpose of simplified reference.  Words such
      as "herein", "hereof", "hereinafter", "hereby", and "hereinabove" when used
      in
      this Agreement refer to this Agreement as a whole, unless otherwise required
      by
      the context.  The Recitals constitute an integral part of this
      Agreement and are fully incorporated herein.  All Section and
      subsection references set forth herein refer to the corresponding Sections
      and
      subsections of this Agreement.

    


    22.           Further
      Assurances.  Contractor
      and Company agrees to and shall execute and deliver such further instruments
      and
      perform such further acts as may be requested by the Company or Contractor,
      or
      which are otherwise required to carry out the intent and purposes of this
      Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    23.           Venue.  All
      actions or proceedings in any way, manner or respect arising out of or from
      or
      related to this Agreement shall be arbitrated only in San Diego County, State
      of
      California.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day,
      month and year first above written.

    


    Company:
      YamaBuggy LLC

    


    


    /s/
      GREG ALEXANDER    10/04/2007

    (Signature/
      Date)

    


    


    Contractor:
      Yamabuggy Sales and Distribution, Inc.

    


    


    /s/
      JOHN WONG        10/04/2007

    (
      Signature/ Date)