DISTRIBUTION AGREEMENT

A.

Flurida and Zhong Nan Fu Rui jointly design and develop the icemakers and the ice dispensing products. Flurida and Zhong Nan Fu Rui set up the project team for each specific project. For each particular design and development project, Zhong Nan Fu Rui shall appoint the Project Manager. Flurida shall also appoint the Project Manager or Coordinator in order to jointly work on the design and development program. Both companies shall negotiate and agree upon the project costs allocation method for each project.

B.

Zhong Nan Fu Rui authorizes Flurida to be its exclusive sales agent for the ice making product lines, including icemaker and ice water dispensing systems all over the world. The ice making product lines shall include the products that Zhong Nan Fu Rui developed before this Cooperation Agreement signed and the products that will be developed by both Parties in the PART 1. A.

C.

Both Parties agree that Flurida will be the Party to sign up all kinds of Agreement with the clients during the product development period and the supplying period, in addition, Flurida will be the party to take the orders from the Clients. Under the above Agreement, Zhong Nan Fu Rui will be the only design and supply resource to Flurida. Flurida commits to use Zhong Nan Fu Rui as its only supplier for icemakers and ice water dispensing system products.

A.

Flurida’s responsibilities:

i)

Communicates with clients to get the technical, commercial information in order to develop the products.

ii)

Negotiates and signs up the Design and Development Agreement as well as the Supplying Agreement with the clients.

iii)

After getting the orders from the Clients, Flurida issues the orders to Zhong Nan Fu Rui. Flurida should give the clear instruction to Zhong Nan Fu Rui to produce the products and give the clear information on delivery address, payment term and other commercial information.

iv)

Deals with the client claim and provides the customer care service whenever necessary.

B.

Zhong Nan Fu Rui’s responsibilities:

i)

Designs and develops the products according to the requirement from the Clients.

ii)

Supplies the products to Client through Flurida, meet the quality and time expectation from the Clients.

iii)

Be responsible for its own investment plan in order to produce the products.

iv)

Be responsible for the return, repair, rework and other related costs for the failure products.

A.

“Ice Making Product Lines” refers to: icemaker and ice water dispensing system for the household refrigeration appliances including refrigerators, freezers and under counter icemakers. This cooperation can be also expanded to the commercial refrigeration products, which utilized the similar systems.

B.

“Sales Region” refers to all over the world.

C.

“Confidential Information” shall mean all information relating to Both Parties that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation, all information relating to technology, customers, business plans, promotional and marketing activities, finances, other business affairs, as well as all information relating to third parties that Amazon may be obligated to keep confidential. Confidential Information may be contained in tangible materials, such as drawings, data, specifications, reports and computer programs, or may be in the nature of unwritten knowledge. Unless and except as otherwise agreed by the Parties, the content of all meetings, discussions, and communications relating to the negotiation of this Agreement, shall constitute Confidential Information. Confidential Information shall not include (a) information that at the time of disclosure is generally and publicly available; (b) information that becomes generally and publicly available through no act or omission of Both Parties or its employees or agents; (c) information that Both Parties receive from a third party who has a right to disclose such information and who is not under an obligation of confidentiality to Both Parties; or (d) information that one Party expressly authorizes the other Party in writing to disclose in advance of making such disclosure.

Flurida and Zhong Nan Fu Rui shall cooperate and coordinate with each other to inform Zhong Nan Fu Rui’s currently Clients or Clients that have been entered the Supplying Contact with Zhong Nan Fu Rui: (1) their relationship, (2) the background, the financial information of Flurida, (3) the future supplying procedure when Flurida acts as Zhong Nan Fu Rui’s representative.

Flurida and Zhong Nan Fu Rui shall cooperate and coordinate with each other to transfer the existing orders from the Clients to Flurida.

Flurida and Zhong Nan Fu Rui shall both agree to not release the confidential information between each other.

Flurida Group Inc.

Zhong Nan Fu Rui

Mechanical Electronics Manufacturing Co., Ltd.

By

By

Jeff Ding

President

Date: _____________________

Date: _____________________