1. Parties Concerned
Supplier: hereinafter called Party A
Address:____________________
Tel :___________ Fax _________
E-mail:_____________________ 

Distributor:hereinafter called Party B
Address:____________________
Tel :___________ Fax _________
E-mail:_____________________ 

Party A hereby agrees to appoint Party B to act as its Distributor to sell the under stipulated commodities in the under mentioned territory and Party B to undertake the said task.

2. Commodity and Quantity or Amount
It is mutually agreed that Party B shall undertake to sell not less than USD /year of the aforesaid commodity within one (1) year. Otherwise, Party A have the right to offer other clients as distributor or to take alternative measures without being bound by this agreement.

3. Territory
In the areas of ________________only.

4. Confirmation of Orders
The quantities, prices and shipments of the commodities stated in this Agreement shall be confirmed in each transaction, the particulars of which are to be specified in the Sales Confirmation (S/C) signed by the two parties hereto.

5. Payment (T/T or L/C)
After confirmation of the order, Party B shall arrange to open a confirmed, irrevocable L/C available by draft at sight in favor of Party A within the time stipulated in the relevant S/C. Party B shall also notify Party A immediately after L/C is opened so that Party A can get prepared for delivery.

6. Reports on Market Conditions
Party B shall forward once every three (3) months to party A detailed reports on current market conditions and of consumers' comments. Meanwhile, Party B shall, from time to time, send to party A samples of similar commodities offered by other suppliers, together with their prices, sales information and advertising materials.

7. Advertising & Publicity Expenses
Party B shall bear all expenses for advertising and publicity within the aforementioned territory in the duration of this Agreement and submit to Party A all patterns and/or drawings and description for prior approval.

8. Validity of Agreement
This Agreement, after its being signed by the parties concerned, shall remain in force for ____days from______date to_____date. If either Party wishes to extend this Agreement, he shall notice, in writing, the other party one (1) month prior to its expiration. The matter shall be decided by the agreement and by consent of the parties hereto. Should either party fail to implement the terms and conditions herein, the other party is entitled to terminate this Agreement.

9. Arbitration
Any dispute arising from or in connection with this Contract shall be settled through friendly negotiation. In case no settlement can be reached, the dispute shall be submitted to China International Economic and Trade Arbitration Commission CIETAC,South China Sub-Commission, for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

10. Other Terms & Conditions
(1).Party A shall not supply the commodity under this agreement to other buyers in the above-mentioned territory.

(2).This agreement, when duly signed by the parties concerned hall remain in force for one (1) year to be effective as from if no written objection is raised by either party one (1) month before its expiry. This Agreement will be automatically extended for another year. Should one of the parties fail to comply with the terms and conditions of this Agreement, the other party is entitled to terminate this Agreement.

(3).Any amendment/supplement to this Agreement shall be made in writing and duly confirmed by both parties through negotiations. Such amendment/supplement shall be regarded as an integral part of this Agreement.

(4).This Agreement shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto. This agreement is made out in English. Each party shall keep one of the Agreements.

Party A: Century Sunshine Technology Co., Ltd
(Authorized Signature)

Party B:
(Authorized Signature)