SALES AGENCY AGREEMENT

(1)

山 东中文实业集团有限公司 (SHANDONG ZHONGWEN INDUSTRIAL GROUP COMPANY LIMITED), a limited liability company established and existing under the laws of the People’s Republic of China (the “ PRC ”) and whose address is at Damu Village, Miaozi Town, Qingzhou City, Shandong Province, PRC ( 中華人民共和國山 东省青州市庙子镇大牟村 ); and

(2)

香港中文博国 际集团有限公司 (HONGKONG ZHONGWENBO INTERNATIONAL GROUP COMPANY LIMITED) , a company incorporated and existing under the laws of Hong Kong and whose registered office is at 4/F & 5/F, Central Tower, No.28 Queen’s Road Central, Hong Kong (the “ Agent ”).

(A)

The Principal manufactures and sells the Products (as defined below).

(B)

The Agent wishes to be appointed as the Principal’s agent in the Territory for the sale of the Products (as defined below).

1.

INTERPRETATION

1.1

In this Agreement, unless the context otherwise requires:

1.2

The headings of this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.  Unless the context otherwise requires, references in this Agreement to the singular shall be deemed to include references to the plural and vice versa; references to one gender shall include all genders and references to any person shall include an individual, firm, body corporate or unincorporate.

1.3

References to any statute or statutory provision shall include any statute or statutory provision which amends or replaces or has amended or replaced it and shall include any subordinate legislation made under the relevant statute.

1.4

References in this Agreement to clauses, schedules and exhibit are references to, clauses of and schedules and exhibit to, this Agreement and references to sub-clauses and paragraphs are unless otherwise stated, references to sub-clauses and paragraphs of the clause, sub-clause or, as appropriate, the schedule in which the reference appears.

2.

APPOINTMENT OF AGENT

2.1

The Principal hereby appoints the Agent as its agent for the sale of the Products in the Territory, and the Agent hereby agrees to act in that capacity, subject to the terms and conditions of this Agreement.

2.2

The Principal shall not, during the continuance of this Agreement, appoint any other person, firm or company as the Principal’s agent or distributor for the sale of the Products in the Territory.

2.3

The Agent shall not solicit or accept any orders for the Products:-

(i)

from any person in the Territory if the Agent knows or has reason to believe that the Products concerned will be resold outside the Territory; or

(ii)

from any person outside the Territory.

2.4

Subject to the prior consent of the Agent either generally or in relation to any specific transaction, the Agent shall guarantee to the Principal the due performance by any customer or customers of contracts that they have entered into with the Principal as a result of the Agent’s activities under this Agreement. Such guarantee shall be by way of separate agreement in writing between the Principal and the Agent in a form to be agreed but which shall in any event provide that the Agent is not to be liable thereunder in the event of a refusal to perform by the customer or customers which is caused by any default of the Principal.

3.

THE AGENT’S DUTIES

3.1

The Agent shall, at all times during the continuance of this Agreement :

(i)

act in the interests of the Principal and not allow its interests to conflict with the duties that it owes to the Principal; and

(ii)

act towards the Principal dutifully and in good faith.

3.2

The Agent shall use its best endeavours to promote and market the Products to customers and prospective customers in the Territory and, subject to the provisions of clause 4.1 , shall be entitled without prior reference to the Principal to enter into contracts for the sale of the Products in the name and on behalf of the Principal.

3.3

The Agent shall conduct the promotion and marketing of the Products in the Territory with all due care and diligence and shall cultivate and maintain good relations with customers and potential customers in the Territory in accordance with sound commercial principles.

3.4

Subject as provided in this Agreement and to any directions which the Principal may from time to time properly give, the Agent shall be entitled to perform its duties hereunder in such manner as it may think fit.

3.5

The Agent shall in all dealings concerning the Products describe itself as “Sales Agent” for the Principal.

3.6

The Agent shall be responsible for obtaining all licences, permits and approvals which are necessary or advisable for the sale of the Products in the Territory and for the performance of its duties hereunder.

3.7

The Agent shall comply with all applicable laws and regulations relating to the sale of the Products in the Territory (other than those relating to the nature, method of manufacture, packaging or labeling of the Products) and shall notify the Principal of any changes in the laws and regulations in the Territory relating to the nature, method of manufacture, packaging or labeling of the Products.

3.8

The Agent shall maintain a list of customers and potential customers for the Products in the Territory and shall at the request of the Principal supply it with a copy of that list.

3.9

The Agent shall from time to time keep the Principal fully informed of the Agent’s promotional and marketing activities in respect of the Products.

3.10

The Agent shall keep the Principal informed of conditions in the market for the Products in the Territory.

3.11

The Agent shall promptly inform the Principal of :

(i)

any complaint or after-sales enquiry concerning the Products which is received by the Agent; and

(ii)

any matters likely to be relevant in relation to the manufacture, sale, use or development of the Products within or outside the Territory.

3.12

The Agent shall not :

(i)

pledge the credit of the Principal in any way;

(ii)

make any modifications to the Products or their packaging or (without prejudice to the generality of the foregoing) alter, remove or tamper with the trade names, trade marks, or other means of identification on the Products;

(iii)

use any advertising, promotional or selling materials in relation to the Products except those supplied or approved by the principal;

(iv)

engage in any conduct which in the opinion of the Principal is prejudicial to the Principal’s business or the marketing of the Products generally; or

(v)

be concerned or interested either directly or indirectly in the manufacture, sale, promotion, marketing or importation into the Territory of any goods which compete with the Products.

4.

SALES AND STOCKS OF THE PRODUCTS

4.1

All sales of the Products by the Agent on behalf of the Principal shall be made on such terms and conditions as the Principal may from time to time specify in writing to the Agent, and accordingly :

(i)

the Agent shall, in the course of dealing with all customers and prospective customers for the Products in the Territory, bring to their notice such terms and conditions; and

(ii)

the Agent shall not make or give any promises, warranties, guarantees or representations concerning the Products other than those contained in those terms and conditions of sale.

4.2

All sales of the Products by the