Hp ng phn phi

Hp ng ny c hiu lc t ngy 07 thng 03 nm 2010, gia Cng ty TNHH M phm Nurit Nobel (Sau y gi tt l "Cng ty" hoc "Nurit Nobel"), cng ty hot ng theo lut php ca nh nc Israel c tr s ti 64 Hamda St., North Industrial Zone, Ashdod, 77520, Israel v OB JSC, cng ty hot ng theo lut php ca Vit Nam v c vn phng ti Lu 5, To nh 82 Bch Mai, Hai B Trng, H Ni, Vit Nam, (sau y gi l " Nh phn phi"). WITNESSETH

Sau khi tho thun v bn bc k lng, hai bn cng thng nht i n thc hin k kt hp ng vi cc ni dung sau y: 1. Sn phm v phm vi phn phi 1.1. Cng ty ch nh nh phn phi l phn phi c quyn trong vic bn cc sn phm c lit k trong Bng 5.2 phn phm vi phn phi nh quy nh di y, v danh sch cc sn phm (sau y gi tt l "Sn phm") c th c sa i theo cc iu khon v iu kin quy nh sau y: 1.2. Cng ty ch nh nh phn phi sau y phn phi cc sn phm n bt k ngi mua hay doanh nghip ti Vit Nam (phm vi phn phi). 1.3. Nh phn phi khng c thit lp hoc duy tr bt c chi nhnh, kho, phn phi thit b, sn phm bn ngoi phm vi phn phi ca mnh. Nh phn phi khng c tham gia vo bt k chng trnh qung co hoc cc hot ng khuyn mi lin quan n cc sn phm dnh cho khch hng bn ngoi phm vi phn phi ny. Nh hn phi khng c thu ht cc n t hng tim nng di mi hnh thc ti nhng im kinh doanh nm ngoi phm vi phn phi ny. Nh phn phi phi ngay lp tc chuyn li cho Cng ty. Nh phn phi khng c nhn n t hng nh vy. Nh phn phi khng c khng cung cp hoc u thu (hoc giao hng hay u thu) bt k sn phm ngoi phm vi phn phi ca mnh.

1.4.

Distributor hereby undertakes that it shall not (other than pursuant to this

Agreement) have an interest, either directly or indirectly, in the manufacture or distribution and sale of any goods which are the same, or similar to the Products or of a similar use, sold by any Israeli entity in the Territory or any Dead Sea products containing Dead Sea ingredients.

1.5.

Without derogating from Distributors undertakings and obligations pursuant

to this Agreement and with full coordination with Distributor, the Company reserves the right to take such steps as it may deem necessary or expedient to promote the sale of the Products in the Territory and to notify the Distributor of any persons carrying on business in the Territory who appear to it to be potential purchasers of the Products and to forward said buyers and/or buyers from the Territory who approach it directly, to the Distributor.

1.4. Nh phn phi cam oan rng s khng (tr trng hp theo Hp ng ny) quan tm, trc tip hoc gin tip, n vic sn xut hoc phn phi v bn bt k mt hng no ging hoc tng t vi Sn phm hoc ca mt s dng tng t, bn bt k thc th ca Israel ti vng lnh th hoc bt k Bin Cht Dead Sea sn phm c cha thnh phn. 1.5. Nu khng c derogating t ch trng v ngha v ca Nh phn phi theo Hp ng ny v c s phi hp y vi nh phn phi, Cng ty c quyn thc hin cc bc nh vy v n c th cho l cn thit hoc thit thc thc y vic bn cc sn phm trong lnh th v thng bo cho cc nh phn phi ca bt c ngi no kinh doanh ti lnh th ca ngi xut hin n c ngi mua tim nng ca cc sn phm v chuyn tip cho ngi mua v / hoc ngi mua Lnh th t nhng ngi tip cn trc tip, cc nh phn phi 1.6. The Distributor is aware that the Company cannot control the reshipment of its Products by the customers. The Distributor, therefore, shall not hold the Company responsible for Products that are reshipped by any customer in the Territory. 2. Duration of the Agreement

2.1. Subject to Section 11 below, this Agreement shall continue for an initial period of three (3) years as of the date of execution of this Agreement by both Parties (the Initial Period). The Company may extend the Agreement for additional periods of (1) one year each (the Additional Periods) by furnishing the Distributor with written notice no less than one hundred an twenty (120) days prior to the end of the Initial Period or each of the Additional Periods, as the case may be, on condition that the Distributor has fulfilled all its obligations under this Agreement and that the Agreement has not been terminated earlier pursuant to Section 11 below, and provided that the Minimum Purchases, as detailed in Section 4 below, for each Additional Periods shall be agreed upon between the parties hereto which in any event shall reflect an increase at the rate of at least 20% of the Minimum Purchases of the last year of the Initial Period or the applicable Additional Period, as applicable. 2.2. 3. This Agreement shall be effective as of its date set forth above. Distributors Warranties and Obligations

3.1. The Distributor warrants that it has and shall maintain throughout the duration of this Agreement all the financial resources, qualified personnel and offices, full capacity and contacts in order to properly and professionally fulfill its obligations pursuant to this Agreement, and that there are no restrictions legal, governmental or otherwise, which might limit its capacity to bind itself in this Agreement and perform its obligations hereunder. 3.2. Best Efforts. Distributor shall use its best efforts to promote, distribute and sell the Products throughout the Territory, so as to develop and maintain a substantial and increasing volume of sales of the Products, as well as to substantially increase the number of points of sale of the Products and devote adequate time, skill and attention, and use its best efforts to market and sell the Products in the Territory. The Distributor will ensure that the brand identity of the Products are maintained at all times at high standards, including without limitation brand visibility at points of sale (including by maintaining neat and clean shelves, testers, samples, etc.), beauty consultants shall be representative at all times in their appearance, behavior and responsive to customers needs and customer service maintained at all times by the Distributor which will provide prompt response to any complaints and queries by customers. 3.3. No Agent. Distributor shall not act or describe itself as Companys agent and shall not accept any orders on Companys behalf for the Products and shall have no power or authority to bind Company in any way whatsoever. 3.4. Capabilities of Products. The Distributor shall not make any representations, claims or other like statements regarding the characteristics or capabilities of the Products other than those representations or claimed contained in the documentation or product literature supplied to the Distributor by the Company.

3.5. The Distributor shall promptly notify the Company of any information which comes to the knowledge of the Distributor which is likely to be of interest, use or benefit to Company in relation to the manufacture, marketing or use of the Products in the Territory. 3.6. Trademarks and Patterns. Distributor shall not, without the prior written consent of the Company, directly or indirectly, alter, obscure, remove, conceal or otherwise interfere with any markings, patterns, logos, tradenames and signs, name plates or other indications of the source of origin of the Products, and undertakes to enforce same on wholesalers to whom the Distributor may sell the Products. Distributor acknowledges that all tradenames, trademarks, logos, images and domain names including "mineralcare.vn" and all intellectual property related to the Products is and shall remain at all times the sole and exclusive property of the Company and the Distributor shall not have any right or title therein. Distributor shall not have any rights and shall not make any use, unless expressly authorized by this Agreement, in the names "mineral care", "bio-active care", mineraliq orsuch other brand names as used by the Company from time to time all such tradenames shall belong exclusively to the Company and shall not make use of any other similar names or combinations of names involving the word/phrase "bio-active". Distributor shall provide the Company with all information it may have regarding counterfeiting, unfair business practices and any actions which may damage or interfere with the rights of the Company or commercial interests related to the Products. The Distributor shall at any time during the duration of this Agreement or following its expiration or termination for any reason, refrain from disputing or assisting third parties in disputing the validity of any trademark, trade-name, domain name, patent or design used or applied by Company in connection with the Products. If so requested by the Company, the Distributor shall register any trademark/tradename or other IP of the Company in the name of the Company in the Territory at the cost of the Company and with the assistance of the Company. 3.7. Advertising, Marketing and Promotion in the Territory. The Distributor shall advertise, market and promote the Products in the Territory. Each year, the Distributor's Expenditure On Advertising And Promotion, as such term defined hereinafter, shall be in accordance with the advertising budget attached hereto as Exhibit 3.7. Not later than December 15th of each calendar year, the Distributor shall prepare and present to the Company an annual A&P plan for the following year, which shall be examined and subject to the Company's approval. All artwork and images for the promotional materials, catalogues, posters, point of sale and other public relation material shall be approved by the Company's marketing department. The content and presentation of the Products on the Distributor's website shall be identical in its content and form to the Company's presentation on its website. The Distributor shall provide detailed reports of all actions undertaken by the Distributor for the promotion and advertising of the Products, which shall be pre-approved by the Company as compared with the annual A&P plan. For the purpose of this Section, Expenditure On Advertising And Promotion shall mean all expenditures in respect to beauty consultants, advertisements, samples, POS materials, PR and training events. The Company shall provide the Distributor with promotional materials and free samples in the value of 10% of the aggregate value of each invoice for Products to be delivered to the Distributor. 3.8. Licenses/Permits. Distributor shall be solely responsible for obtaining and maintaining, at its own expense, any permits, approvals, authorizations and/or certificates of any kind whatsoever needed, for the purpose of duly performing its undertakings pursuant to this Agreement and for the importing, marketing and selling of the Products in the Territory. Company shall assist Distributor by providing any information and data available to it which Company deems, at its sole discretion, it may disclose, which may be of help to Distributor in obtaining any such permits, approvals, authorizations and/or certificates. The costs of receiving such permits, approvals etc., shall be born by the Distributor. Distributor shall distribute, maintain, store and handle the Products pursuant to Companys instructions and in compliance with all legal requirements related to the Products, their storage and distribution. It is hereby clarified that in the event that the Distributor shall be required to provide to the relevant authorities any Product formulae, such formulae shall be provided directly by the Company to the relevant authorities. Following expiration or termination of this Agreement, for any reason whatsoever, Distributor undertakes to transfer and assign to the Company or to any other third party on behalf of the Company all such permits, approvals, authorizations and certifications required to distribute and sell the Products in the Territory

and fully cooperate with the Company in transferring same. Upon signing the Agreement, the Company shall ensure that all such permits, approvals, authorizations and certifications required to distribute and sell the Products in the Territory which have been available to other third party in the Territory or are being processed for such purpose shall be transferred to the Distributor or ceased their effectiveness by official written un-authorization by the Company. 3.9. Sufficient Stock and Storage. Distributor shall maintain sufficient and continuous reserve stocks of the Products to enable the Distributor, at all times, to meet the market requirements. The Distributor shall, at all times, store the Products in appropriate conditions, as customary in the market for storing cosmetic products similar to the Products and all in accordance with the requirements of the Company and shall ensure that the quality of the Products shall not be altered by the storage conditions. The Distributor undertakes to manage it stock in accordance with the FIFO principle (First in-First out). 3.10. Own Costs. Distributor shall be responsible for all costs and expenses incurred by the Distributor related to this Agreement, including but not limited to those related to its sales representatives, travel, office, clerical, accounting, transportation, logistics, insurance, inventory and general selling expenses. 3.11. Inspection. Company shall have the right to visit and inspect the Distributor's place of business for the purpose of verifying that the Distributor is performing its obligations under this Agreement, subject to prior coordination with the Distributor in advance and during regular business hours. 3.12. Records. The Distributor shall maintain complete sale and customer records, including, without limitation customer name and the following details: sale price, discounts, returns, promotional sale and quantities of Products sold. The Distributor will permit the Company to inspect such records upon request, and upon termination of this Agreement for any reason whatsoever, shall provide the Company with a copy of such records, for the entire period in which the Agreement has been valid and effective. 3.13. Reports/Forecasts. Distributor shall deliver to the Company quarterly reports in respect of its activities under this Agreement, including without limitation sales reports, promotion and advertising reports, stocklist reports, prices of Products sold and all other commercial terms for each of its customers and all such reports as requested by the Company from time to time. In addition, the Distributor shall furnish to the Company a report, certified by the Distributor's controller or CFO showing annual sales and expenditure on marketing, advertising and promotional activities. Such reports shall be prepared and delivered to the Company within thirty (30) days from the end of each calendar quarter for quarterly reports and within sixty (60) days for the annual report. In addition, the Distributor shall prepare and provide to the Company not later than within ten (10) days of each calendar quarter a semi-annual forecast, showing anticipated quarterly purchases of the Products (per SKU) in the two consecutive quarters, with the following quarterly forecast adjusting the figures of the first quarter. 4. Minimum Purchases

4.1. The Distributor undertakes to purchase from the Company such quantities of Products and at the prices and during the periods specified in Exhibit 4.1 attached hereto (the Minimum Purchases). All amounts payable for Product sold hereunder are exclusive of any taxes. 4.2. Failure by the Distributor to meet the Minimum Purchases shall entitle the Company, without derogating from any other right to which it is entitled, to terminate the Distributor's exclusivity in the Territory in accordance with this Agreement by furnishing to the Distributor a sixty (60) days prior written notice. For the avoidance of doubt, it is hereby clarified that in this event, the Distributor shall be entitled to distribute, promote, advertise, market and sell the Products in the Territory on a non-exclusive basis for the remainder term of this Agreement, subject to Section 11 of this Agreement. 5. Prices; Payment; Delivery

5.1. Distributor shall order Products from Company by submitting a written purchase order identifying the Products ordered, requested delivery date(s) and information required to enable Company to fill the order. All orders for Products are subject to acceptance by Company at Companys offices at Ashdod, Israel, and the

Company shall notify the Distributor of such accepted purchase order (the Accepted Order). Company shall have no liability to Distributor with respect to purchase orders which are not accepted. 5.2. If a purchase order is accepted in accordance with Section 5.1 above, the prices for Products covered by such purchase order shall be Companys retail price list as is in effect on the date of Companys acceptance as listed in Exhibit 5.2, unless other prices are specified herein or otherwise agreed to by Company and Distributor (the Price). All Product prices are fixed for a period of twelve (12) months. 5.3. All amounts due and payable with respect to a Product delivered by the Company in accordance with the preceding subsection shall be paid in the following manner: 50% of the Price of all Products in a certain Accepted Order in a prepayment by a wire transfer to the Companys bank account 3 (three) days from the date of invoice for such Accepted Order, and the rest of the Price of all Products in a certain Accepted Order (i.e. 50%) by a confirmed and irrevocable letter of credit, issued sixty (60) days from the date of invoice for such Accepted Order by a reputable bank, which must be acceptable to Company in writing. In the event that the full payment (i.e. 100%) is made by a wire transfer to the Companys bank account 3 (three) days from the date of invoice for such Accepted Order, 2% discount on the relevant invoice shall be provided by the Company. All such amounts shall be paid in US Dollar. Amounts hereunder shall be considered to be paid as of the day on which funds are received by Company. No part of any amount payable to Company hereunder may be reduced, set off or adjusted by the Distributor. 5.4. All Products shall be shipped, packaged and priced in accordance with the terms of this Agreement. Company shall ship the Products FOB (Ashdod, Israel), Incoterms 2000. Requested shipping time or times will be set forth in the applicable Purchase Order and, when accepted by the Company, are firm. Company shall take all reasonable steps to ensure that shipments are in accordance with the acknowledged schedule. It is agreed that the date of shipment is subject to the due execution of the Initial Payment. In the event that the Company becomes aware of any delay anticipated in shipping, the Company shall notify the Distributor of such anticipated delay, so that both parties may act to minimize the impact of late shipment. 5.5. All Products shall conform to their specifications, including expiry date as mentioned hereunder, and be suitable for normal use and the Distributor shall carefully examine the condition of the Products upon delivery. In the event of any defects found in the Products within ten (10) days from delivery of the Products to the Distributor, the Distributor shall immediately notify the Company in writing. If the Company denies its responsibility for such defect (including without limitations, if the Company concludes that the defect was due to inappropriate storage conditions, as customary in the market for storing cosmetic products similar to the Products), the matter shall be resolved by a mutually agreed certified laboratory. All costs related to such examination by a laboratory shall be suffered by the Party whose claim was found incorrect according to the said laboratory examination. Failure to advise the Company within ten (10) days from receipt of any shipment of the Products shall be deemed acceptance of the shipment and that the Products are in good condition. It is agreed insofar that the Company is responsible for such defects, the Company's responsibility shall be limited solely to replace the defected Product. The Company bears all costs of shipment of such defected Products and/or replacement Products. The Company hereby undertakes that all Products supplied by it to the Distributor pursuant to this Agreement shall carry expiry date of at least 18 months from the date of shipment of such Products. 6. Relationship of the Parties

6.1. Distributor shall be considered to be an independent contractor. The relationship shall not be construed to be that of employer and employee, nor to constitute a partnership, joint venture or agency of any kind, nor shall Distributor be an agent or a representative of Company. Any provision to this effect in the law shall not be applicable to the relationship between the parties.

6.2. Distributor shall have no right to enter into any contracts or commitments in the name of, or on behalf of, Company, or to bind Company by issuing or making any affirmations, representations, warranties or guaranties with respect to the Products to any third party. 7. Confidentiality, Proprietary Rights, Copyright and Distributors Undertakings

7.1. All the rights in and to the Products, or any part thereof, including, but not limited to, patents, trademarks, Company logo, products name, formulas, documentation and other support materials, trademarks, emblems, designs, models or other similar industrial, intellectual or commercial property, either patented, copyrighted, trademarked, or otherwise, shall remain the sole and exclusive property of Company. The Distributor undertakes not to remove any Products identification or notice of such proprietary restriction from the Products, and to enforce same of any third party. 7.2. The Distributor undertakes not to copy, modify, decompile or reverse assemble the Products, or any part thereof, nor analyze or otherwise examine the Products including any implementation of the Products for the purpose of reverse engineering. 7.3. Distributor agrees that Company has a proprietary interest in any information provided to Distributor by Company, whether in connection with this Agreement or otherwise, whether in written or oral form, which is a trade secret, confidential or proprietary information (hereinafter referred to a Proprietary Information). Distributor shall disclose the Proprietary Information only to those of its agents and employees to whom it is necessary in order properly to carry out their duties as limited by the terms and condition hereof. Both during and after the term of this Agreement, all disclosures by Distributor to its agents and employees shall be held in strict confidence by such agents and employees. During and after the term of this Agreement, Distributor, its agents and employees shall not use the Proprietary Information for any purpose other than in connection with Distributors sale and distribution of the Products in the Territory pursuant to this Agreement. Distributor shall, at its expense, return to Company any Proprietary Information in written form as soon as practicable after the termination or expiration of this Agreement. All such Proprietary Information shall remain the exclusive property of Company during the term of this Agreement and thereafter. This Section7 shall also apply to any consultants or subcontractors that Distributor may engage in connection with its obligations under this Agreement. 7.4. Notwithstanding anything contained in this Agreement to the contrary, Distributor shall not be liable for a disclosure of the Proprietary Information of Company, if the information so disclosed; (i) was in the public domain at the time of disclosure without breach of this Agreement; or (ii) was known to or contained in records of Distributor at the time of disclosure by Company to Distributor and can be so demonstrated; or (iii) becomes known to Distributor from a source other than Company that does not have an obligation to maintain the confidentiality of such information; or (iv) was disclosed pursuant to a court order or as otherwise complied by law. 7.5. The Distributor shall immediately notify Company of any actual or alleged infringement of any Companys proprietary rights as detailed in this Agreement and bring to the attention of Company any improper or wrongful use of the Products, the Company logo, Product documentation, components, name, formulas, patents, support materials, trademarks, emblems, designs, models or other similar industrial, intellectual or commercial property rights which may come to the notice of Distributor and, in the performance of its duties under this Agreement, use every effort to safeguard the proprietary right and interest of Company. Upon Company's request, the Distributor shall take all steps required to defend said rights. Company shall reimburse the Distributor for all expenses incurred and actually borne by it in the defense of such rights against receipts therefore presented to Company. 7.6. The provisions of this Section 7 shall continue in full force and effect notwithstanding termination of this Agreement, howsoever arising 8. Covenant Not to Compete

8.1. During the term of this Agreement and for two years thereafter, Distributor shall not promote, manufacture, sell, market or distribute or otherwise commercialize, directly or indirectly, in the Territory products containing any Dead Sea Products or products containing Dead Sea ingredients, with the exclusion mentioned in Section 1.4 hereinabove. In addition, during the term of this Agreement, the Distributor shall not promote, manufacture, sell, market or distribute or otherwise commercialize, directly or indirectly, in the Territory and products competing with the products of the Company supplied, manufactured or sold by Israeli entitles. 8.2. In the event that the restriction contained in Section 8.1 is found by any court of competent jurisdiction to be unenforceable, it shall be interpreted to apply for the maximum period of time, range of activities or geographic area as to which it may be enforceable.

9.

Limited Warranty

COMPANY'S LIABILITY ARISING OUT (IF ARISING) OF THE MANUFACTURE, SALE OR SUPPLYING OF THE PRODUCTS OR THEIR USE OR DISPOSITION,WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, INCLUDING ANY LIABILITY UNDER SECTION 9 HEREOF SHALL NOT EXCEED THE ACTUAL PURCHASE PRICE PAID BY DISTRIBUTER FOR THE PRODUCTS. IN NO EVENT SHALL COMPANY BE LIABLE TO DISTRIBUTOR OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, OR LOSS OF USE DAMAGES) ARISING OUT OF THE MANUFACTURE, SALE OR SUPPLYING OF THE PRODUCTS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

10.

Indemnification and Insurance

10.1. Distributor shall indemnify, protect and save Company, its Affiliates and all officers, directors, employees and agents thereof (hereinafter referred to as Company Indemnities) harmless from claims, demands, suits or actions (including attorneys' fees incurred in connection therewith) which may be asserted against Company for any losses, costs, expenses or damages, including without limitation due to examination of Product by a laboratory pursuant to Section 5.5 hereinabove, and further including but without limitation damage or injury to property or person and incidental and consequential damages, which may be sustained by any third party or any of the Company Indemnities occurring out of or incident to the conduct of Distributor's operations under this Agreement, including but without limitation any independent representations of Distributor. 10.2. Company shall indemnify, protect and save Distributor, its Affiliates and all officers, directors, employees and agents thereof (hereinafter referred to as Distributor Indemnities) harmless from all claims, demands, suits or actions (including attorneys' fees incurred in connection therewith), which may be asserted against Distributor for any losses, costs, expenses or damages and which may be sustained by any third party or any Distributor Indemnities resulting from the use of the Products sold by Distributor during the term of this Agreement except for any such damages resulting from the negligence or misconduct of the Distributor' its officers, employees, agents or representatives, including, without limitation improper transportation, storage, handling or distribution of roducts, inaccurate sales literature, improper service or advice (hereinafter referred to as Claims). Any indemnification hereunder shall be made only after final and non-appealable judgment is received against the Company and provided that the Distributor was unable to receive indemnification from other third parties, including its insurance company in respect of any product liability claims. Any settlement proceedings initiated or agreed to by the Distributor with any third party shall require the Companys prior written consent. The Distributor will enable the Company, at its sole expense, to solely defend such Claims or to join the Distributor as a party to such procedures, and to make available for the Company any document and/or information required for such defense.

10.3. During the term of this Agreement and for a period of at least six (6) months following its expiration or termination, the Distributor shall procure and maintain a professional liability insurance policy with coverage of at least US$100,000 per annum and per case. 10.4. For the purposes of this Agreement, affiliates shall mean all companies, natural persons, partnerships, and other business entities controlled by, under common control with or controlling the party 11. Termination; Effect of Termination

11.1. Upon the occurrence of a breach or default as to any substantial obligation hereunder by either party and the failure of the breaching party to cure (within fourteen (14) days after receiving written notice thereof from the non-breaching party) such breach or default, including without limitation failure to make any payments hereunder by the Distributor including pursuant to Section 5.3, this Agreement may be terminated by the non-breaching party by giving written notice of termination to the breaching party, such termination being immediately effective upon the giving of such notice of termination. If the Company is entitled to terminate this Agreement due to Distributor's breach as provided in this Section 11, Company shall have the option, in its sole discretion, in lieu of termination of this Agreement, to convert this Agreement into a non-exclusive distributorship Agreement. After the furnishing of any notice of termination by either party, the Company shall be under no obligation to accept new orders from the Distributor. 11.2. The Company may terminate this Agreement immediately upon written notice in the event that (i) the Distributor ceases to conduct its business for any reason; (ii) the Distributor has a receiver or administrator appointed over all or material portion of its assets; or (iii) the Distributor becomes subject to any bankruptcy, insolvency, reorganization, liquidation or other similar proceedings; (iv) a change of control in the Distributor which is not an Authorized Change of Control occurs, as such term defined in Section 13 hereinafter, which proceedings are not dismissed within thirty (30) days from commencement thereof. 11.3. In the event of a termination pursuant to any of subsections 11.1 or 11.2 above or upon expiration of this Agreement pursuant to subsection 2.1 above, Company shall not have any obligation to Distributor, or to any employee of Distributor, for compensation or for damages of any kind, whether on account of the loss by Distributor or such employee of present or prospective sales, investments, compensation or goodwill. Distributor, for itself and on behalf of each of its employees, hereby waives any rights which may be granted to it or them under the laws and regulations of the Territory or otherwise which are not granted to it or them by this Agreement. 11.4. Upon termination, howsoever caused, the Distributor shall promptly return to Company or destroy (pursuant to written instructions by the Company) all technical and sales data, price lists, catalogs, advertising literature and display material relating to the Products, together with all proprietary information, excluding any such data which is essential for the sole purpose of preparing financial statements. Without derogating from the aforesaid, the Distributor shall not disclose to any third party any such data. 11.5. Upon termination, howsoever caused, each party shall remove all reference to the other, from its business forms, advertising literature and place of business, and shall not thereafter use any name or trademark suggesting that it has any relationship with the other party. 11.6. Upon termination, howsoever caused, Distributor may, for a period of 4 months as of termination, sell all remaining stock and inventory of Products in the Territory. Following such period, the Distributor shall transfer all remaining stock and inventory of Products ok in accordance with Companys written instructions. All Products transferred shall be free and clear of any charge, pledge, security interest, lien, encumbrance, attachment or injunction against disposition or sale except transportation costs and/or customs if any at the destination. Distributor shall not receive commissions or the handling fee or any other compensation for Products so transferred. 11.7. Distributor shall immediately render accurate and final accounts to the Company with respect to any transaction under this Agreement for which it has not yet rendered the aforementioned accounts.

11.8. Distributor shall reasonably cooperate and assist the Company in the transfer of, marketing and distribution operations with the least difficulty in order to assure the continuity of the sale of Products in the Property following the termination or expiration of this Agreement. 11.9. Notwithstanding anything else in this Agreement to the contrary, the parties agree that Sections 3.6, 3.8, 6, 7, 8, 9, 10, 11 and 16 shall survive the termination or expiration of this Agreement, as the case may be, to the extent required thereby for the full observation and performance by any or all of the parties hereto. 12. Modification

No modification or change may be made it this Agreement except by written instrument duly signed by the parties hereto. 13. Assignment

This Agreement and the rights and obligations hereunder may not be assigned, delegated or transferred by the Distributor to any third party without the prior written consent of Company. It is hereby clarified that any change of control (including by way of acquisition or merger) in the Distributor shall require the prior written consent of the Company (Authorized Change of Control). Control for the purposes of this Section shall be as defined under the Israeli Securities Act, 1968: the ability to direct the activity of a corporation, excluding ability that derives solely from serving a role of director or office holder in the corporation, and a person is deemed to control a corporation if he holds at least half of a certain mean of control in a corporation. Means of Control in a corporation any of the following: (1) right to vote in shareholders meetings or in any equivalent body of another corporate; (2) the right to designate directors or CEO in the corporation 14. Notices

Unless specifically set forth otherwise, all notices or communications of any kind made or required to be given pursuant to this Agreement shall be in writing and delivered to the other party at the address set forth in this Agreement, unless either party gives notice to the other party of a change of address. All notices or communications shall be made by hand delivery, established overnight courier service, or prepaid certified mail return receipt requested. Notices shall be deemed delivered upon receipt if delivered by hand or overnight courier service, or five (5) business days after dispatch if by certified mail. If to Distributor: OB JSC 5 Flr., 82 Bach Mai, Hai Ba Trung, Hanoi, Vietnam Attn. Ha H. Nguyen Facsimile: +844-3622-7873 If to Company: Nurit Nobel Cosmetics Ltd. 64 Hamda St., North Industrial Zone, Ashdod, 77520, Israel Attn. Yulia Livne Facsimile: +972-8-8531654

15.

Waiver

None of the conditions or provisions of this Agreement shall be held to have been waived by any act or knowledge on the part of other party, except by an instrument in writing signed by a duly authorized officer or representative of such party. Further, the waiver by either party of any right hereunder or the failure to enforce at any time any of the provisions of this Agreement, or any rights with respect thereto, shall not be deemed to be a waiver of any other rights hereunder or any breach or failure of performance of the other party. 16. Construction of Agreement and Resolution of Disputes.

This Agreement shall be interpreted, construed and governed in accordance with the laws of the State of Israel and the competent courts of Tel-Aviv shall have exclusive jurisdiction in connection with any dispute related to this Agreement. 17. Entire Agreement

This Agreement supersedes and cancels any previous agreements or understandings, whether oral, written or implied, heretofore in effect and sets forth the entire agreement between the Company and the Distributor with respect to the subject matter hereof. 18. No Rights by Implication

No rights or licenses with respect to the Products or the Trademarks are granted or deemed granted thereunder or in connection herewith, other than those rights expressly granted in this Agreement. 19. Force Majeure

Neither Company nor the Distributor shall be liable in damages, or shall be subject to termination of this Agreement by the other party, for any delay or default in performing any obligation hereunder if that delay or default is due to any cause beyond the reasonable control and without fault or negligence of that party, provided that, in order to excuse its delay or default hereunder, a party shall notify the other of the occurrence or the cause, specifying the nature and particulars thereof and the expected duration thereof, and shall use its best efforts to mitigate the duration and effect of such cause, and provided further, that within fifteen (15) calendar days after the termination of such occurrence or cause, such party shall give notice to the other party specifying the date of termination thereof. All obligations of both parties shall return to being in full force and effect upon the termination of such occurrence or cause (including without limitation any payments which became due and payable thereunder prior to the termination of such occurrence or cause). For the purposes of this Section, a cause beyond the reasonable control of a party shall include, without limiting the generality of the phrase, and act of God, act of any government or other authority or statutory undertaking, industrial dispute, fire, explosion, accident, shortage of materials, power failure, flood, riot or war (dealer or undeclared) 20. Severability

If any provision of this Agreement is declared invalid or unenforceable by a court having competent jurisdiction, it is mutually agreed that this Agreement shall endure except for the part declared invalid or unenforceable by order of such court. The parties shall consult and use their best efforts to agree upon a valid and enforceable provision which shall be a reasonable substitute for such invalid or unenforceable provision in light of the intent of this Agreement. 21. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signature Page to follow] IN WITNESS WHEREOF, the parties hereto have signed this Agreement

OB JSC Nurit Nobel Cosmetics Ltd.

List of Exhibits

Exhibit 3.7 Exhibit 4.1 Exhibit 5.2 Advertising Budget Minimum Purchases Price and Product List