Exhibits 10.2
DISTRIBUTION AGREEMENT
THIS AGREEMENTis made effective the 16th day January, 2007, between Golden
Century Technologies Corporation, a corporation incorporated under the laws of
Delaware with offices located at 1027 Pandora Avenue, Victoria, British
Columbia, V8V 3P6 (the "Company"), and T-Ray Science, Inc. (the "Distributor") a
corporation incorporated under the laws of Delaware with offices at 702-777
Honrby Street, Vancouver, BC V6S 1Z2.
WHEREAS:
A.
The Company has sole exclusive and assignable rights of the products
listed and described in Schedule "A" of this Agreement (collectively, "the
Products") in the Middle East;
B.
The Distributor, wishes to enter into an Agreement with the Company
whereby the Distributor will promote, sell and distribute the Products on
non-exclusive basis throughout the geographic territory, as set forth and
described in the Schedule "B"; and
C.
The Distributor wishes to act, and the Company wishes the Distributor to
act on behalf of the Company, to promote, sell and distribute the Products on
the terms and subject to the conditions set forth in this Agreement;
THEREFORE, in consideration of the premises and the covenants and
agreements contained in this Agreement, and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties hereto covenant and agree as follows:
1.
APPOINTMENT OF DISTRIBUTOR
The Company hereby appoints the Distributor and the Distributor hereby
accepts such appointment, as a non-exclusive distributor for the Company during
the term of this Agreement, to promote, sell and distribute the Products within
the Territory.
2.
TERM OF AGREEMENT
The term of this Agreement will commence on the effective date hereof
and will continue for a term of one (1) year (the "Initial Term"), unless
terminated earlier as provided for herein. Upon expiry of the Initial Term and
provided that the Distributor is not then in default under this Agreement, the
Company may offer the Distributor a one-year renewal (a "Renewal Term") of this
Agreement, based on the terms and conditions applicable as of the final day of
the Initial Term. If the Distributor accepts such renewal, then the Agreement
will continue during the Renewal Term. Upon expiry of the Renewal Term, the
Company may again offer a one-year Renewal Term on terms and conditions
applicable as of the final day of the previous Renewal Term, provided that the
Distributor is not then in default under this Agreement, and so on from time to
time. Prior to the commencement of any Renewal Term, the parties may mutually
agree on any amendments to the terms of this Agreement. If the Company
determines to offer a Renewal Term to the Distributor, the Company will notify
the Distributor in writing in accordance with the notice provisions hereinafter
described. If the Distributor determines to accept the offer of any Renewal
Term, the Distributor will notify the Company of its acceptance in writing in
accordance with the notice provisions hereinafter described.
3.
PERFORMANCE
The Distributor's target for the first year of this Agreement is to
sell a minimum of