E x c l u s i v e A g e n c y A g r e e m e n t

This agreement is made and entered into by and between the parties concerned on in Beijing, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:

1. The Parties Concerned

Party A:

Party B:

2. Appointment

3. Party A hereby appoints Party B as its Exclusive Agent to solicit orders of the product

stipulated in Article 3 from customers in the territory stipulated in Article 4,and Party B accepts and assumes such appointment.

4. Products

5. Territory

In People’s Republic of China (Mainland only)

6. Minimum turnover

Party B shall undertake to solicit orders of the above products from customers in the above territory during validity of this agreement for not less than USD .

7. Price and Payment

The price for each order of the PRODUCTS, according to the pricing set out in the attached Exhibit A.

Confirmed, irrevocable L/C is opened by the Party B in favor of Party A for the full amount of all payments under this agreement at the time of the order shall make payment.

8. Exclusive Right

1) In consideration of the exclusive rights granted herein, Party A shall not, directly or

indirectly, sell or export the products stipulated in Article 4 to the third party in Mainland China through channels other than Party B; Party B shall not sell, distribute or promote

the sales of any competitive or similar products in Mainland China and shall not solicit or accept orders outside Mainland China. Party A shall refer to Party B any enquiries or orders for the products in question received by Party A from other firms in China Mainland during the validity of this agreement.

2) Party B agrees not to disclose any confidential information and inventions of Party A (the

"SUBJECT") including, but not limited to, proprietary information, know-how, trade secrets, and ideas possessed and owned by the Party A relative to the PRODUCTS and methods of using the PRODUCTS. Party B agrees that all writings, drawings, and/or photographs above the SUBJECT which have been or may be submitted to Party B, including any patent applications currently pending or to be filed by Party A regarding to the SUBJECT, will remain the property of Party A, and Party B will return all such prototypes, writings, drawings, and/or photographs and all copies thereof to Party A upon request. The Party B agrees that it will maintain the confidentiality of all Confidential Information disclosed herewith by the Party A pursuant to this Agreement, whether disclosed in sample form, oral form, written form, or other medium.

3) The Party A agrees that they will create a partnership, joint venture or relationship of

agency with Party B, against Party A have intent to found a manufactory in China.

4) Party B shall not make any material misrepresentations to any individual, organization,

corporation, proprietorship or other entity about Party A or potential uses, application techniques, performance characteristics, availability or other important information regarding the PRODUCTS. Specifically, Party B shall advise customers to use the PRODUCTS only in accordance with procedures communicated from Party A and any deviations from Party A's procedures shall be communicated from Party B to Party A at least 24 hours prior to implementation. Further, the Party A and Party B shall provide, at the other's request, reports of operating conditions and all additives or treatments being used in conjunction with the PRODUCTS sold under this agreement.

5) The parties agree that if Party B or its employees or representatives should develop any

improvement to the PRODUCTS or processes for using the PRODUCTS, then Party B or its employees or representatives shall communicate such developments to the Party A