This agreement is made and entered into by and between the parties concerned on  （date）         in Haicheng City, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:

1. The Parties Concerned

Party A: Liaoning Chaopeng Clothing Co., Ltd.

Add: NO.1 building of xiliu garment industry area, Haicheng city of Liaoning province, China.

Tel: 86-412-3836888, 86-412-6150799

Fax: 86-412-3836777

Party B:

Add:

Tel:

Fax:

2. Appointment

Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4, and Party B accepts and assumes such appointment.

3. Commodity

 ‘Chaopeng' Brand Workwear

4. Territory

  In                             only

5. Minimum turnover

Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement for not less than USD                 .

6. Price and Payment

The price for each individual transaction shall be fixed through negotiations between Party B and the buyer, and subject to Party A's final confirmation.

Payment shall be made by confirmed, irrevocable L/C opened by the buyer in favor of Party A, which shall reach Party A 25 days before the date of shipment.

7. Exclusive Right

In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the commodity stipulated in Article 4 to customers in                through channels other than Party B; Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the above commodity in                 and shall not solicit or accept orders for the purpose of selling them outside                    . Party A shall refer to Party B any enquiries or orders for the commodity in question received by Party A from other firms in                    during the validity of this agreement.

8. Market Report

In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and the buyer's comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B shall also supply party A with quotations and advertising materials on similar products of other suppliers.

9. Advertising and Expenses

Party A shall bear all expenses for advertising and publicity in connection with the commodity in question in                   within the validity of this agreement, and shall submit to Party A all audio and video materials intended for advertising for prior approval.

10. Commission

Party A shall pay Party B a commission of           % on the net invoiced selling price on all orders directly obtained by Party B and accepted by party A. No commission shall be paid until Party A receives the full payment for each order.

11. Transactions Between Governmental Bodies

Transactions between governmental bodies of Party A and Party B shall not be restricted by the terms and conditions of this agreement, nor shall the amount of such transactions be counted as part of the turnover stipulated in Article 5.

12. Industrial Property Rights

Party B may use the trade-marks owned by Party A for the sale of the workwear covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the workwear shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter's rights.

13. Validity of Agreement

This agreement, when duly signed by the both parties concerned, shall remain in force for 12 months from (date)                                  to (date)                         , and it shall be extended for another 12 months upon expiration unless notice in writing is given to the contrary.

14. Termination

During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.

15. Force Majeure

Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.

16. Arbitration

All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties.

Party A: Liaoning Chaopeng Clothing Co., Ltd.

(Signature)

Party B:

(Signature)