Form 02

AGREEMENT
(Product Distributorship)

This Agreement is entered into by and between:

________________________, with address at ________________

__________________________________ (hereinafter the “FIRST
PARTY ”); and

____________________, with address at ____________________

__________________________________ (hereinafter the “SECOND
PARTY”).

WITNESSETH: That –

WHEREAS, the FIRST PARTY is the owner of the formulation of

_________________ (hereinafter “Products”) and desires to sell the Products in
_______________________;

WHEREAS, the SECOND PARTY has provided valuable assistance in the

promotion of the Products and its sale in______________;

WHEREAS, the parties want to formalize their contractual relationship in relation

to the Products.

NOW, THEREFORE, parties hereby agree as follows:

1. The FIRST PARTY hereby appoints the SECOND PARTY as the

exclusive distributor of the Products in____________________. The FIRST PARTY
may appoint or designate a company, or companies, which will undertake the wholesale or
retail distribution of the Products as it may deem necessary.

2. In consideration for the services of the SECOND PARTY under this

Agreement, the FIRST PARTY shall course all sale of the Products in ___________
through the SECOND PARTY , or a company or companies designated by the SECOND
PARTY . The SECOND PARTY shall be entitled to a commission in the amount of
______% for all gross sales of the Products in_________________.

3. The SECOND PARTY shall be responsible for the marketing of the

Products in______________. An amount equivalent to _____% sales of the Products
shall be set aside by the SECOND PARTY for the advertising, promotion and marketing
of the Products in ____________________.

4. The SECOND PARTY shall register the Products with the appropriate
agencies of the government in ________as may be necessary to protect the Products
from infringement and unfair competition.

5. The Parties agree to arrange for payments of what is due them under this
Agreement in the most tax efficient manner.
Form 02

6. This Agreement shall be governed by _____________ law.

7. This Agreement shall have a term of _______ years and shall be

extendible by agreement of the parties.

8. This Agreement may be signed in counterparts. Any counterpart or set of

counterparts signed by the parties shall constitute one and the same Agreement.

SIGNED by the parties this _____th day of _____________ 2004 at __________.

__________________________ ________________________
“SECOND PARTY ” “FIRST PARTY ”

SIGNED IN THE PRESENCE OF:

__________________________ ________________________

ACKNOWLEDGMENT