The Regional Sales Agency Agreement for Products in Guangdong Province

2.1 Party A appoints Party B as the proxy of the company to sell and promote he company's products in Guangdong Province.

3.1: Settlement price See Annex 2. Other issues will refer to Party A’s sales policy of the year.

3.2 settlement procedures: within 90 days from the date of reception of the goods, party B must pay the money for buying the goods by the factory prices (monetary funds or bank acceptance) to a designated account of Party A. After receiving the payment, party A will timely call party B about the remitting agency and related salesman so as to facilitate the management and accounting of party B. Party B can charge a comprehensive agency fee --- 10% of the settlement prices from the customers within the region.

 

3.3 Delivery Mode: After receiving the notice of Party B requiring goods, Party A will complete the review of internal procedures and shipping within 24 hours. Party B will inform Party A by phone after receiving the goods promptly.

3.4 Mode of Transport: Party A's service department is responsible for the delivery, and to choose road, rail, postal, aviation, etc and to deliver according to the cost budget and time needed. The freight fee will be born by Party A. If the goods get lost or damaged during the transportation, Party B needs to provide a written document issued by relevant departments for Party A to claim for redress.

4.1 Because Party C has made a great effort with human and material resources to promote the product at the early period of marketing in Hebei Province,  and actively cooperated with Party  A to implement provincial agency transition policy, and developed some medium and small customers in previous years who have also been handed over to party B to manage the sales, Party B agreed to co-operate with Party C and Party C will help party B to maintain a good co-ordination and communication with the customers and to maintain steady growth in sales within the region. According to Party C’s performance in dealing with different customers, party B agreed to pay Party C a comprehensive agency fee---1-3% the annual sale of those customers.

Personal income tax of party C will be drew and paid by the party B. Party C commits to preserve sales agent relationship between party A and party B and won’t impact the market of this region to replace the Party A with any other company’s products

Party C agrees to pay Party A a market deposit (which must be written in Chinese character): eight hundred thousand Yuan. When the three parties terminate the contract, after the settlement of all the procedures, Party A will return the deposit within 180 days.

5.2 If the managing staffs of the five division departments of Party A go to inspect and guide the sales of the agent market of party B, the travel expense, conference fees, office expenses, entertainment expenses is to be borne by Party A itself. When Party B and Party C participate in various business meetings, training sessions and other activities of Party A, the direct costs will be reimbursed by Party A.

 

5.3 Party B shall abide by the state drug laws and regulations. For it’s irregular operation, if ad approval is revoked, the patient complaints or any excuse extortion, media exposure which is caused by Party B but result in any adverse effects to Party A, party B will be fully responsible for all the costs.

 

5.4 Party B has the sole agency for the products of the company upon execution of this agreement in the designated area, to promote the products in the market.

 

5.5 If Party B needs a larger quantity of goods, 15 working dates after receiving the shipment notice of Party B, Party A will organize production and supply Party B with the demanded products.

 

5.6 The loss of party B caused by quality problems of goods, Party A will be in fully responsible for it. If the two sides have any dispute on the quality of the goods, the inspection report given by the statutory inspection department shall prevail. If party B finds quality problems when selling the goods, Party B should notify Party A to determine the quality information in details and offer help in the investigation and evidence collection, and deal with the follow-up matters together with Party A

 

5.7 Party B shall be very careful in the management of products in the valid time, and may not ask for return or replacement for non-quality problems. If there are any special circumstances, the replacement will be carried out according to the company Executive Returns system.

 

5.8 Party B and Party C both have the duty of confidentiality, compliance with industry ethics, and shall not disclose to a third party about the agreement during the expiration date and two years after the termination of contract.

6.1 The agreement will be valid from January 1, 2009 to December 31, 2009 only.

 

6.2 After the expiration of the cooperation, through the consultation of party A,B and C, the agreement can be re-signed. Party B which has completed more than 80% of sales tasks will have the priority renewal rights.

 

6.3 The contract has been written in triplicate. Party A, Party B and Party C each has one copy and all the copied have the same legal effect.

 

6.4 Annexes of this agreement have the same legal effect as this agreement. In the event of dispute, the tripartite negotiate settlement, if the negotiations fail, venue for any action shall be in the Yangling District People's Court.

 

6.5 This Agreement has two annexes: the copy of Party C’s ID card and supply prices of the products