DISTRIBUTOR AGREEMENT

Exhibit 10.3A

DISTRIBUTOR AGREEMENT

THIS AGREEMENT is made as of January 5th, 2005 by and between Memsic, Inc. (hereinafter,” Memsic”) whose principal place of business is located at 800 Turnpike Street, Suite 202 N. Andover, MA 01845U.S.A., and World Peace Industrial Co., Ltd. (“Distributor”) whose principal place of business is located at 8F, No.76, Sec.1 Cheng Kung Road, Nankang, Taipei, Taiwan, ROC.

AGREEMENT

WHEREAS, Memsic offers for sale a cataloged line of semiconductors, the Products as hereinafter defined; and

WHEREAS, Distributor is willing to stock, sell and promote the sale of Products in the Territory, as hereinafter defined.

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged, Memsic and Distributor agree as follows:

Terms of payment are net thirty (30) days, unless otherwise specifically agreed in writing by Memsic. Distributor shall pay in US Dollars by check or money order drawn to the order of Memsic and mailed or delivered to:

Memsic, Inc.

800 Turnpike Street, Suite 202

N. Andover, MA 01845

Scheduled shipments within 30 days are non-cancelable and cannot be rescheduled. Scheduled shipments outside of 30 (thirty) days can be rescheduled once and/or canceled.

c. PRICE INCREASES. Prior to the effective date of a price increase, DISTRIBUTOR may order Products before the price increase takes effect at the prior (i.e. lower) price. Furthermore, all Products entered by DISTRIBUTOR prior to notification of a price increase are exempt from the increase and will be shipped and invoiced at the price in effect at the time of order placement. Memsic will give Distributor sixty (60) days prior written notice of any variation in price.

d. SHIP FROM STOCK AND DEBIT. In the event that it should become necessary, and on a by exception basis and only with prior written approval from Memsic, DISTRIBUTOR shall be permitted to sell Product to customers on a meet competition basis where DISTRIBUTOR’s current costs are not competitive enough for DISTRIBUTOR to secure the orders. Upon receipt of the approval from the MEMSIC, DISTRIBUTOR shall be entitled to ship from stock a defined quantity and part number(s) to a specific customer at or below DISTRIBUTOR’s cost and issue a debit to the MEMSIC for the difference between DISTRIBUTOR’s current cost of the Product (less any prior credits granted by MEMSIC on such Products) and the approved new cost issued by the MEMSIC multiplied by the quantity of such Product shipped to the specific customer. In order to claim such credit, DISTRIBUTOR shall submit to MEMSIC within thirty (30) calendar days after the sale took place, a debit note in conjunction with DISTRIBUTOR’s monthly POS and Inventory Reports as specified in Paragraph 2(e). Credits will be applied to future purchases of MEMSIC Product or to DISTRIBUTOR’s Accounts receivable with Memsic.

e. PRICE DECREASES. In the event of a price decrease, all orders shipped as of the effective date of the price change shall be billed at the lower price, provided they were ordered at the lower price. MEMSIC shall reimburse Distributor in an amount equal to the price decrease multiplied by the quantity of the effected Products in Distributor’s inventory at the time of the decrease. The Distributor shall have thirty (30) days after the effective date of the price decrease to submit its claim for price credit and to provide MEMSIC with such inventory reports for the issuance of the same. MEMSIC, within thirty (30) days after receiving such claim shall verify its accuracy, and upon such verification, shall issue an appropriate credit to the Distributor’s account. No such credit will be due Distributor if Distributor fails to furnish such inventory reports within said time. In no case will a credit be due the Distributor unless said price decrease was passed on to the customer.

(i) The Products are returned in merchantable condition;

(ii) Prior to returning any Products, DISTRIBUTOR obtains a Return Material Authorization from MEMSIC.

Except as herein specifically provided, Memsic reserves the right to change distributor unit costs for Products. In the event of a price increase, thirty (60) days prior written notice will be given by Memsic to Distributor.

Memsic may furnish sales and advertising materials to Distributor in reasonable quantities as Memsic considers necessary for the promotion of sales of Product. Distributor is expressly prohibited from making any representations concerning Products other than those contained in such promotional materials.

Except that the obligation of Distributor to pay monies due to Memsic, hereunder, shall be absolute, neither Distributor nor Memsic shall be liable to the other for failure or delay in performance of any obligation under this Agreement if such failure or delay is caused by circumstances not under the control of the performing party, including, but not limited to, failure resulting from force majeure, acts of God, public authorities, war, fire, flood or delays of suppliers and carriers, and neither party shall be liable to the other for indirect, special or consequential damages or for loss of profit, actual or anticipated. Memsic shall, in no event, be liable for any failure or delay to perform if such performance is in any way limited or prohibited by acts or edicts of the government of the United States.

Distributor shall comply with all applicable law, including, without limitation, the export control laws of the United States and the regulations which may be issued there under from time to time by the United States Department of Commerce, the United States Department of State, the Office of the Attorney General of the United States, and any other relevant governmental agency. Distributor shall also comply with the United States Foreign Corrupt Practices Act and shall indemnify Memsic for any failure to comply or violation of such Act by Distributor.

Each party (“Receiving Party”) agrees that it shall keep confidential all trade secrets and other proprietary information contained in documents furnished to it by the other party (“Disclosing Party”) and which are stamped “Confidential” or other words with the same import and that it will return to Disclosing Party, or at Disclosing Party’s option, destroy, all such documents upon expiration or termination, for any reason, of this Agreement. Receiving Party agrees that it shall cause each of its employees and agents to execute a confidentiality agreement, and that it will take all other steps necessary, to ensure the compliance of its employees and agents with this provision of this Agreement, and Receiving Party agrees that it will remain liable for the continued compliance of such persons, both during and subsequent to the Term.

This agreement represents the entire distribution agreement between the parties. This Agreement merges and supersedes all prior distribution agreements between the parties and may not be amended or modified except by a written instrument signed by an authorized representative of each party. This Agreement does not supersede the AGREEMENT WITH REPRESENTATIVE that may be in place.

This agreement may not be assigned in whole or in part or otherwise transferred by Distributor without the prior written consent of Memsic in each instance, and any such transfer or assignment without such prior written consent shall be null and void and of no effect whatsoever. If Distributor will assign this agreement to its holding/subsidiary entity, such consent shall not be unreasonably withheld.

If for any reason one or more provisions of this Agreement shall be held unenforceable or invalid, such unenforceability or invalidity shall not have the effect of rendering the other provisions of this Agreement unenforceable or invalid.

The existence, validity, construction, operation and effect of this Agreement and all of its term and provisions, shall be determined and construed in accordance with the laws of Delaware.

In the event that Distributor breaches any provision of this Agreement, no waiver thereof by Memsic shall result until a reasonable time after the officers of Memsic acquire actual knowledge that a breach has occurred, and thereafter, Memsic elects not to enforce the provisions of this Agreement. No waiver by Memsic of any provision of this Agreement shall operate as a waiver of any other provision hereof or of any subsequent breach by Distributor of the same or any other provision. Memsic’s consent or approval of any act by Distributor requiring Memsic’s consent or approval shall not be deemed to render unnecessary the obtaining of Memsic’s consent or approval of any subsequent act by Distributor, whether or not similar to the act so consented to or approval.

Any notice required to be given hereunder shall be in writing and may be served personally or by facsimile, with a copy by overnight courier and shall be effective when first received. Each such notice shall be addressed as follows:

In each instance that the consent of a party hereto is required that consent shall be reasonably given unless this Agreement provides that the consent, granted or withheld, is at the sole discretion of the party from which consent is required.

This Agreement shall become effective as of the 5^th day of January, 2005.

IN WITNESS WHEREOF, the parties have agreed to the foregoing as written.

DATED:

January 5^th, 2005

APPENDIX “A”

LIST OF PRODUCTS

Attached to and forming part of the DISTRIBUTOR AGREEMENT dated January 5^th, 2005 between Memsic of N. Andover, MA and Distributor.

Non-moving Product inventory or obsolete Product inventory of any product line or specific products identified below may be returned in accordance with the DISTRIBUTOR AGREEMENT.

PRODUCT LINES

All Standard Non-obsolete Products as listed on the Memsic Published Price list and website,

SPECIAL PRODUCTS

None

Memsic may, from time to time, expand, restrict, modify or otherwise change the PRODUCT LINES and/or SPECIFIC PRODUCTS for which Distributor is a distributor upon prior written notice and execution of an amendment to this Appendix “A”.

APPENDIX “B”

TERRITORY

Attached to and forming part of the DISTRIBUTOR AGREEMENT dated January 5^th, 2005 between Memsic of N. Andover, MA and Distributor.

Distributor’s Territory for the sale of Products is defined below:

China and Hong Kong

Taiwan

South East Asia (ASEAN + India)

Excluded Accounts:

Steelmate

Moslink

Inventec

CEC Wireless

Bird

Kunshan Keyuan Sensor System Co.

Nanjing Kangzhou Trading Co. Ltd.

No commissions will be paid by Memsic to DISTRIBUTOR on any orders or for any product shipped to the accounts and locations listed above. The DISTRIBUTOR shall not solicit orders for products at these accounts unless a design win has been registered by DISTRIBUTOR to Memsic and the production will occur at one of the facilities or companies listed above.

Memsic, may from time to time, expand, restrict, modify or otherwise change the Territory for which Distributor is distributor upon prior written notice and execution of an amendment to this Appendix “B”.

EXHIBIT C

Sales Representative Commission Policy

The rep/distributor that is responsible for design win achievement for a specific opportunity shall be compensated in the following manner in the event manufacturing and procurement of the specific design win is transferred outside of the assigned territory (as defined in Section 1 of this Agreement) for procurement and or manufacturing or is purchased directly from Memsic.