Supplemental Agreement to Distributor Agreement between Suzhou Haier Information Technology Co., Ltd. and Guangzhou Heli Information Technology Co., Ltd.

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Summary

Suzhou Haier Information Technology Co., Ltd. and Guangzhou Heli Information Technology Co., Ltd. have signed a supplemental agreement to their existing Distributor Agreement for Haier brand multimedia and audio products. The amendment relieves Guangzhou Heli from liability for not meeting monthly sales targets due to market challenges and shifts after-sales service responsibilities entirely to Suzhou Haier. The agreement is effective upon signature by both parties and each retains a copy.

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EX-10.5 6 exhibit10-5.htm SUPPLEMENT TO DISTRIBUTION AGREEMENT Heli Electronics Corp.: Exhibit 10.5 - Filed by newsfilecorp.com

Supplemental Agreement

Party A: Suzhou Haier Information Technology Co., Ltd.
Address: 702B, South ChuangPai Building, Haier Industrial Park, No. 1, Haier Road, Qingdao
Tel: 0532-88937818
Fax: 0532-88937826
E-mail:

Party B: Guangzhou Heli Information Technology Co., Ltd.
Add: Room 1118, East Tower, Time Squire, No. 30, Tianhe North Road, Guangzhou
Tel: 020-22646876
Tax: 020-22646868
E-mail:

Party A and Party B signed “Distributor Agreement” on 8th April 2008, according to "The People's Republic of China Contract Law" and other relevant legal provisions, for distribution of Haier brand multimedia speakers, mini-combination speakers, and home theater products. Hereby both parties enter into this supplemental agreement for the Distributor Agreement, and agree on the following terms:

1.

Since Party B was still in the early stage of opening during the first year after the signing of the Distributor Agreement, a lot of potential markets were still under development, and the national economy was obviously sluggish against the backdrop of global financial crisis, Party B was bound to have incurred a significant impact for its sales performance. Thereby, after consultation, the two parties agree to make amendments for No.6 term under Section 2: for if Party B fails to complete the monthly sales plan for inventory of audio and visual product, Party A will not pursue Party B’s responsibility any more, and the Distributor Agreement remains effective.

   
2.

By mutual consultation, both parties agree to make amendments for No.3 term under Section 5 as following: Party A will take charge of setting up special after-sales service stations for each sales website, and be full responsible for after-sales service. Party B will no longer be responsible for it.

   
3.

This supplemental agreement is reached by a consensus through full negotiations by the two parties on a basis of equality and willingness. It takes effect from the date of signature by both parties.

   
4.

This supplemental agreement is in duplicate, and each party holds one.


Party A Corporate Seal  Party B Corporate Seal
Date: 2010-01-08 Date: 2010-01-08