SOCIALIST REPUBLIC OF VIET NAM

Independence Freedom Happiness -------------

EXCLUSIVE AGENCY AGREEMENT

For Vacuum, Non vacuum bowl cutter and spareparts No: 01-2011/Haotuan-Ji Xiang Based on the current law of the Socialist Republic of Viet Nam Based on the capability and demand of the both parties. Whereas Party A is looking for a local exclusive agent in the territory of Viet Nam and Party B has the manpower as well as wishes to work for Party A. After discussion, both parties mutually agree to sign this exclusive agency agreement on 30th August, 2011 in HCM city, Viet Nam on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:

Article 1:THE PARTIES CONCERNED

Party A :
Add : Tel : Represented by : ; Fax : 8

Party B : HAO TUAN TRADE AND IMPORT EXPORT CO.,LTD Address : Unit 804,275 B Pham Ngu Lao street, District 1, HoChiMinh city, Vietnam Tel : (84.8)62911057 fax: (84.8) 62611059 Account No. : 4500.500 002 452.840 0011 at Lien Viet Bank HoChiMinh City Branch(USD) 4500.500.002.452.704.0023 at Lien Viet Bank HoChiMinh City Branch(VND) Tax Code :0309769545 Represented by : Mr. NGUYEN VAN TUAN Managing Director Article 2 : APPOINTMENT Party A hereby appoints Party B as its exclusive agent to solicit orders for the commodity stipulated in Article 3 from customers in the territory stipulated in Article 4, and Party B accepts the appointment. Article 3: COMMODITY 3.1 Vacuum and Non vacuum bowl cutter and spare parts of various kinds 3.2 . 3.3 Other related machine and products if any

Article 4: TERRITORY The territory is defined throughout Viet Nam only. Article 5: TRANSACTION AND PROFIT DISTRIBUTION 5.1 Transaction: There are two options specified hereinafter for both parties subject to the proper situation which ever applied for the sake of the most profitable and convenient for both parties. Option 1: Party A can sign the contract directly with the customers. Party A will have to pay commission to Party B. Option 2: Party A sign the contract with Party B and Party B signs the contract with the customers. Party A does not have to pay commission to Party B. In both options, Party B is responsible for managing the transaction, documents and taking good care of the customers. All the contacts must be through Party B. 5.2 Profit distribution:
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For option 1, Party A has to pay to Party B 15% (Fifteen) of the machine contract value and 20 % (twenty) for spare part. For some special cases, it will be discussed and decided by each proper case. For option 2, Party A does not have to pay any commission to Party B. For both cases, Party B has to take care of the customers.

Article 6: PAYMENT TERM 6.1 For option 1, Party B is responsible for discussing with the customers to have good payment term for machine contract. 6.2 The commission will be paid to Party B after Party A gets the payment from the customers. Article 7: EXCLUSIVE RIGHT In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the commodity stipulated in Article 3 to customers in Viet Nam through channels other than Party B; Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the above commodity in Viet Nam and shall not solicit or accept orders for the purpose of selling them outside Viet Nam without previous written approval from Party A. Party A shall transfer to Party B any inquiries or orders for the commodity in question received by Party A from other firms in Viet Nam during the validity of this agreement. Article 8: RESPONSIBIITIES OF PARTIES

8.1 Responsibilities of Party A: Being responsible for finance and manufacturing the products. Party A must ensure the products to be satisfactory to the international and local standard of health, safe and environment sanitary. Party A will have to provide Party B with catalogues, samples technical specification so that Party B can proceed marketing and sale in Viet Nam. Party A is not allowed to sell any product to Viet Nam can not work directly with the customers on commercial issues (price and contracts ) as well as to appoint other company as an agent in Viet Nam without written consent of Party B. Party A will pass the information of all the clients if any in Viet Nam to Party B for contacting and proceeding to the contract. Party A will have to arrange to come over to Viet Nam for meeting with customers or for settling the issues related to the products as soon as possible if required by Party B. Party A assigns authorized person or expert to come to Viet Nam for installing, repairing, maintaining , instructing the customers how to use the above-said products within 03 days since announcing from Party B. Party A commits to keep all the documents and information confidential and, except for the real buyer and is not allowed to spread to the other without written approval from Party B. Party A should undertake to keep Party B well-informed of changes of the governments policy on the import export tax, the local regulations .in connection with the goods supplied by Party A under this agreement. In case, the customers wish to pay a visit to Party As production factory, Party A has to take care of the expense. Certainly, the time and number of people will be discussed and determined case by case in the way better for the mutual business. 8.2 Responsibilities of Party B: Party B is responsible for looking for the customers and distributing the above-said products in Vietnam through each contract. Party B assigns authorized person to work with party A during the execution. Party B will take care of his local expense during the transaction. Party B is not allowed to work for another supplier of the same products during the agreement validity. Party B should undertake to supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and the buyer's comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B will arrange Party A to visit the customers at the convenient time if required. Party B will have to follow up and keep on pushing the customers to carry out the payment as early as possible. Party B has to promptly cooperate and assist Party A to settle the problems if any happening to the products and try to settle in a good way for Party A.

Party B has to assign people to accompany the customers to pay a visit to Party As factory if any. Party B has to seek the price of the competitors and advise Party A not only the price but also quality improvement. For both cases, Party B has to try to sell the best price to Party A. Party B has to commit some certain quantity as followed: + Equipment and spare parts: 100,000 USD for the first one and a half year and 200,000 USD for the second one and a half years.

Article 9: TIME AND VALIDITY The agreement will be valid for 03 years since the signing date. Both parties will discuss to extend the agreement 03 months before the expiry. Article 10: CONFIDENTIALITY Each party shall at all times keep confidential (and shall ensure that its respective employees and agents keep confidential) any confidential information which it may acquire in relation to the Company, the other Party or customers (the "Information") Article 11: AMENDMENT Any amendments to this agreement shall be accepted by the Parties in writing or email. Article 12: APPLICABLE LAW This Agreement shall be implemented and governed according to prevailing stipulations of the Laws of the Socialist Republic of Vietnam. Article 13: LANGUAGE All transaction will be done in English and directly to office either by fax or email. Article 14: OTHER UNDERTAKINGS 14.1 Both parties will carry out the deal by each proper purchasing contract. The term of payment and other details will be discussed and stated in the proper purchasing contract. All the proper purchasing contracts will be signed between Party A and Party B or maybe sometimes between Party A with the customers subject to Party Bs written confirmation by each case. Both parties undertake to carry out strictly all the agreed articles. During the execution, should there be any disputes, both parties will discuss to settle in spirit to respect

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mutual interests. If failing to reach agreement, any party is entitled to bring it to the International Arbitration Center in Ho Chi Minh city, Vietnam. 14.3 This agreement is set up in 02 sets English, both parties keep each set of equal value for execution. PARTY A PARTY B