AGREEMENT FOR RIGHTS TO MARKET AND DISTRIBUTE PRODUCTS AND SERVICES

Date ________________________ Page 1 of 3

, having a place of business at: (the Company), appoints . (Insert Company Name and Address) (the Distributor), as its Exclusive Distributor for the Product) in the Territory or Market shown herein. The Company represents and warrants that it has the right to enter into this Agreement with the Distributor and to appoint the Distributor as its exclusive Distributor for the Product in the Territory. Except as otherwise provided herein, the Company shall not during the term of this Agreement, distribute, nor have the right to distribute the Product in the Territory. The Company agrees to not knowingly sell directly or indirectly to other entities or persons that might to the knowledge of the Company attempt to distribute the Product in the Territory. The Company shall use reasonable efforts to prohibit third parties from selling the Products into the Territory via the internet and shall use reasonable efforts to refer all enquiries from within the territory to the Distributor. The Distributor shall, in turn, refer all inquiries for the Product received from outside the Territory to the Company. The Distributor agrees that it shall not (without prior written approval of the Company), (i) actively encourage the sale of the Product outside the Territory; (ii) maintain inventory of the Product outside the Territory; or (iii) maintain or seek to establish any branch or channel for distribution outside the Territory. EXCLUSIVE TERRITORY:

TERM: The initial term of this Agreement shall be: 1 YEAR commencing upon date of signatures, OR ______. If Distributor maintains or exceeds minimum purchasing requirements as agreed, this Agreement shall be renewed automatically for one (1) year periods thereafter, unless either party gives written notice of termination at least ninety (90) days prior to expiration. The Company will not unreasonably withhold renewal of the Agreement. MINIMUM PURCHASING GUARANTEE: Distributor will be required to purchase a minimum of: during the 1st year. Failure to maintain the minimum purchase requirements may result in loss of exclusive rights in the Territory. INITIAL ORDER As consideration for this Agreement, Distributor agrees to place an initial Purchase Order equal to units/100 Cartons w/24 in each. () / (40HQ Container). Together with a deposit of $_________ (35% of total invoice amount) no later than ____________. Balance of payment is due upon release of shipping documents. (Container Orders Only)

IF THE ORDER AND DEPOSIT ARE NOT MADE BY THE DATE REQUIRED, THIS AGREEMENT WILL BE NULL AND VOID AND THE COMPANY WILL HAVE NO FURTHER OBLIGATION TO THE DISTRIBUTOR. FOB COST PER UNIT units @ 20 container 40HQ container Prices quoted are based via F.O.B. China unless otherwise noted. Distributor to be responsible for all shipping, freight, customs, and any other charges related to transportation. Modifications required for packaging will result in one-time set-up for changes. Artwork, including language conversions, to be supplied by customer in approved electronic format. TRADEMARKS AND TRADE NAMES The Company hereby extends to the Distributor, without the right to sublicense, a non-exclusive, nontransferable, limited license to use the Licensed Marks solely in connection with the promotion and sale of the Product by the Distributor within the Territory during the term of this Agreement and any extensions. The Company agrees to provide the Distributor with artwork for the Licensed Marks. Notwithstanding the foregoing: (i) no names or descriptive names or phrases shall be co-joined or used by the Distributor in any way in connection with the Licensed Marks; (ii) the Distributor will comply with any instruction or requirement issued by the Company with respect to the appearance and use of the Licensed Marks; and (iii) the Distributor shall use the Licensed Marks only in a manner so as to preserve and protect the rights of the Company therein. Nothing in this Agreement grants or purports to grant to the Distributor or its customers any interest in or any right to alter, otherwise use or in any way transfer the Licensed Marks. In the event that the Distributor becomes aware of any possible infringement of the Licensed Marks in the Territory, it shall, as soon as possible, notify the Company with details thereof, and the Distributor shall provide the Company with all reasonable assistance in any efforts to prevent or terminate any infringement, unauthorized use or imitation thereof. The Distributor shall fully indemnify the Company against any costs, losses, damages or expenses to which it may be subject in consequence of any unauthorized use or imitation of the Licensed Marks by the Distributor, its servants or agents or which the Distributor should have prevented or which has occurred as a consequence of any breach by the Distributor of any of its obligations under this Agreement.

NON COMPETITION During the term of this Agreement, the Distributor shall not, directly or indirectly, use, import, distribute, sell or manufacture in the Territory, any product that is identical with or so similar to the Product, that they could be viewed as competitive with the Product, or an infringement of patent rights owned solely by the Company.

TERMINATION

Notwithstanding anything to the contrary contained in this Agreement, the Agreement shall terminate as follows: 1) At any time by mutual written consent of the parties; 2) Immediately upon written notice by any adversely affected party if a party materially breaches any of the terms and/or obligations of this Agreement and does not cure such breach within thirty (30) days of notice. INDEMNITY The Distributor agrees to indemnify and hold the Company harmless from any and all damages, costs and expenses in connection with any claim by anyone that arises out of the Distributors acts, omissions or (other than marketing the Product in compliance with this Agreement) misrepresentations under this Agreement, regardless of the form of action. The Company agrees to indemnify and hold the Distributor harmless from any and all damages, costs and expense in connection with any claim by anyone that arises out of any act or misrepresentations by the Company under this Agreement, regardless of the form of action.

Any changes and/or modifications to this Agreement must be approved by _______ and agreed to in writing. Any such approved change or modification shall amend this Agreement and become a part. Please signify your agreement with the above terms by signing where indicated below.

_____________________________________ ______________________________________ COMPANY _____________________________________ PRINT NAME

________________ __________________ DATE ____________________________ EMAIL ADDRESS

Address: __________________________________________________________________________ _____________________________________ Phone: _______________________________ Fax: _________________________________