Agency Agreement

To promote the circulation of commodities in certain market, this Agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:

1. The Parties Concerned

Supplier:（hereinafter called ‘party A’）

Agent:（hereinafter called ‘party B’）

Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity ’High Young’ from customers in the territory of _______,and Party B accepts and assumes such appointment.

2. Commodity and Quantity or Amount

It is mutually agreed that Party B shall undertake to solicit orders not less than USD_______ of the aforesaid commodity in the duration of this Agreement。

3. Validity of Agreement

This Agreement, after its being signed by the parties concerned, shall remain in force for_______ months from _______to _______. If either Party wishes to extend this Agreement, he shall notice, in writing, the other party two months prior to its expiration. The matter shall be decided by the agreement and by consent of the parties hereto.

4. 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.

5. For any business transacted between governments of both Parties, Party A may handle such direct dealings as authorized by Party A's government without binding himself to this Agreement. Party B shall not interfere in such direct dealings nor shall Party B bring forward any demand for compensation therefrom.

6. The basic rights and obligations of both sides

（一）Party A enjoys the following rights:

1、Based on the market and assessment of potential agents, Party A decided to establish this agency.

2、Should Party B can not complete sales tasks for continuous 200 days, Party A will, depending on the actual situation, adjust their sales tasks or exchange other agents to take over this area.

Party A's responsibility and obligation:

1、During the term of this Agreement, Party A shall not appoint other agents in the certain area.

2、Party A shall offer information material of ‘High Young’ chemicals, company qualifications and other documents to Party B unconditional.

3、Party A can give Technical guidance, etc to Party B in accordance with market conditions and technological development.

4、For upgrading of products or price changing, Party A should notice, in writing, Party B one month prior of these happenings.

5、Party A shall give priority agent right to Party B when providing new products to Party B.

（二）Party B enjoys the following rights:

1、Party B can get free access to information materials, technical support, and Proxy certification of the certain products according to market demand.

2、Party B can seek for technical guidance from Party A according to the actual situation of technical staff and conditions during sales program.

3、Party B has priority agent right to the new products of Party A.

Party B's responsibility and obligation:

1、Party B should place order 10 days in advance to Party A and transfer payment to the accounts designate by Party A. Party A should arrange delivery within 2 days after receipt of payment. Party B should give the full payment to Party A within 3 days after receipt of bills of lading by fax.

2、When distributors or end-users want to change products, Party B should recommend the customers to use ‘High Young’ cleaning and bactericide treatment first and assist distributors or end-users to complete this task. At the same time, the agent should be responsible for the information and training of the products to the sub-agents or distributors.

（三）Terms of quality assurance

(a) Party B should maintenance system in accordance with usage instructions and dose the stipulated amount of‘High Young’biocide especially in spring and summer to prevent micro-organisms damage to system components and water quality.

(b) Party B promise to store ‘High Young’ chemicals at room temperature to avoid crystallization or decomposition.

(c) Party B should make sure that his/her customers should avoid wrong dosage or adding other chemicals in their systems.

6、Payment and invoices:

(a) Payment: USD Dollar is the settlement for payment. Exchange rate is subjected to the day of remittance.

7. Reports on Market Conditions

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, detailed reports on current market conditions and of consumers' comments, etc. of the goods supplied by Party A under this agreement. Meanwhile, Party B shall from time to time, send to party A samples of similar commodities offered by other suppliers, together with their prices, sales information and advertising materials.

8. Advertising & Publicity Expenses

Party B shall bear all expenses for advertising and publicity within the aforementioned territory in the duration of this Agreement. Should Party B purchase over _______of products within 200 days, Party A can pay _______of the whole advertising and publicity expenses.

9. Industrial Property Rights

Party B may use the trade-marks owned by Party A for the sale of the 'High Young' water treatment chemicals 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 'High Young' chemicals 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.

10. Confidentiality clause

(a). In the duration of the Agreement or after the validity period, the Agency should not disclose the manufacturer’s business secrets and it is also forbidden for Agency to use beyond the scope of Agreement.

(b). All designation and descriptions of products belong to the manufacturer. The Agency should return the relevant information to the manufacturer.

11. 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 sends a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.

12. Arbitration

All disputes arising from the execution of this Agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of procedure. The decision made by this Commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party, unless otherwise awarded.

13. This Agreement shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto.

This Agreement is signed on_______at_______ and it is in two originals；Each Party holds one.

14. All the additional terms are valid.

Party A: Party B: 　　

(Signature) (Signature)

Note: Products to be agent are as below:

﹥Polyaspartic acid (PASP)

1. Sodium of Polyaspartic Acid (Solid)

2. Sodium of Polyaspartic Acid (Liquid)