Exclusive International Distribution Agreement

Exhibit 10.2

EXCLUSIVE INTERNATIONAL DISTRIBUTION AGREEMENT

This EXCLUSIVE INTERNATIONAL DISTRIBUTION AGREEMENT (" Agreement" ) is made as of _____________, 2008, between and among The Hong Kong Winalite Group Limited, a Hong Kong company (" Winalite" ); and the following (the " Distributor" ):

Name of company: __________________________________________________

Country and location of legal organization: ________________________________

Distributor' s initials: __________ Winalite' s initials: __________

Each of the foregoing is referred to as a " Party" and together as the " Parties" . Capitalized terms not otherwise defined have the meanings assigned to them in Exhibit A to this Agreement.

RECITALS

A.

Winalite has the right to distribute certain personal health and hygiene products identified on Exhibit B (the " Products" ) in certain countries around the world, including in the territory identified on Exhibit C (the " Territory" ).

B.

Winalite has been organized to centralize and coordinate the marketing, sale and distribution of branded products, including those previously manufactured and/or distributed by third parties using the name " Winalite;" accordingly, the ownership and rights to that name and brand are also being consolidated within Winalite.

C.

Distributor desires to be appointed, and Winalite desires to appoint Distributor, as Winalite' s exclusive sub-distributor for the Products in the Territory, with authority to market and re-sell those Products by direct marketing (except within the People' s Republic of China) and/or other means within the Territory, on the terms and conditions set forth in this Agreement.

D.

The Parties will enter into a License Agreement and a Consulting and Management Services Agreement in connection with the distribution of the Products in the Territory.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, the Parties agree as follows:

AGREEMENT


1.

Appointment, Territory and Products.

(a)

Appointment. Winalite appoints Distributor as its exclusive sub-distributor of the Products within the Territory during the Term of this Agreement, and Distributor accepts such appointment.

(b)

Territory. Distributor may only market, advertise, sell, distribute or otherwise transfer the Products to third parties located within the Territory and will not directly or indirectly market, advertise, sell or distribute the Products to any Person located outside the Territory including selling or distributing the Products to any Person for ultimate resale to Persons outside the Territory.

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(c)

Products. Winalite may from time to time (i) revise Exhibit B to delete obsolete products or to add products that Winalite deems appropriate for sale and distribution by Distributor within the Territory, and/or (ii) make changes, modifications, enhancements or alterations to the Products, which will then replace the prior Products for purposes of this Agreement. Winalite will not be liable for any loss or damages incurred by the Distributor arising out of any changes, modifications, enhancements or alternations to the Products.

2.

Winalite Brand. Distributor hereby transfers to Winalite all right, title and interest it may have in and to the word " Winalite," including without limitation any trademark, trade name, or copyright to that word and any representation or design incorporating that word (collectively, the " Winalite Brand" ).

3.

Responsibilities of Distributor . Throughout the Term of this Agreement, at its expense, Distributor will (i) use its best efforts to promote the sale of the Products within the Territory, to increase the volume of such sales, and to develop and increase the market for the Products; (ii) establish and maintain markets and organizations for the marketing, sale and distribution of the Products within the Territory; (iii) conduct Product knowledge and sales training for its personnel and those of the Downline Distributors as necessary or appropriate to carry out its obligations under this Agreement; (iv) maintain facilities and personnel adequate to discharge its responsibilities under this Agreement; (v) maintain reasonable inventory of Product for the prompt filling of orders from customer and Downline Distributors; (vi) maintain good relationships with customers and Downline Distributors; (vii) conduct advertising and marketing of the Products, in periodicals and other appropriate venues and media, to the extent reasonably necessary to discharge its responsibilities under this Agreement; (iv) prepare and maintain adequate sales and other promotional literature concerning the Products and distribute such materials to customers and potential customers in the Territory; (viii) attend and participate in trade shows and exhibits held within the Territory to the extent reasonably necessary to promote the sales of the Products in the Territory; (ix) at such intervals as Winalite will designate, furnish to Winalite any and all reports reasonably requested by it relating to all sales, orders booked, inquiries received and other activities of Distributor under this Agreement and all Downline Distributors; and (x) perform any and all other acts reasonably necessary or desirable to fulfill its obligations under this Agreement.

4.

Responsibilities of Winalite . Winalite will take all reasonable steps to timely supply the Products to Distributor. From time to time, at its discretion, Winalite may provide marketing and sales support, customer services support, advertising, training, and other services to Distributor pursuant to one or more separate agreements between the Parties.

5.

Right to Appoint Sub-Distributors. Distributor may appoint one or more sub-distributors of the Product within the Territory, but may under no circumstances grant or purport to grant to any other Person more rights than granted to Distributor by Winalite in this Agreement. Any sub-distributors appointed by Distributor, together with any further sub-distributors of the Products, are referred to collectively as the " Downline Distributors ." Distributor will promptly inform Winalite of the appointment and identity of all Downline Distributors and, at least semi-annually, of the activities of the Downline Distributors. Distributor will use its best efforts to ensure the compliance by all Downline Distributors with all obligations imposed on them by their appointment, including without limitation their obligation to maintain the confidentiality of all Winalite Confidential Information. Distributor will be liable for and indemnify Winal ite against any and all claims, actions, liabilities, losses, damages and expenses (including legal expenses) incurred by Winalite which arise out of or in connection with, directly or indirectly, Distributor's performance under this Agreement, including without limitation any losses or expenses arising out of any third party demand, claim or action (including any claim alleging infringement of third party rights) or any misrepresentation, negligence, fraud, willful misconduct or breach of statutory duty of or by Distributor, or its Downline Distributors, employees, agents or contractors.

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6.

Purchase, Marking and Labeling of Products, etc.

(a)

Purchase Orders, Payment Terms, and Delivery . Distributor will place orders for Products in a form and manner prescribed by Winalite, and Distributor' s purchase of the Products will be on terms and conditions specified by Winalite or then generally in use by Winalite for like sales of Product. All purchases will be FOB Hong Kong, or such other location as the Parties may from time to time designate, and legal title to the Products sold hereunder, and all risk of loss, will pass from Winalite to Distributor, when the Products are delivered to a common carrier at that location. All payments will be made in the currency specified by Winalite from time to time, and all remittances will be made in such currency to Winalite at the address listed below or such other place as Winalite may designate. Distributor will pay all sums payable by it to Winalite under this Agreement free and clear of all deductions or withholdings on account of tax or otherwise u nless the law requires a deduction or withholding to be made. If a deduction or withholding is so required the Distributor will pay such additional amount as will ensure that the net amount Winalite receives equals the full amount which it would have received had the deduction or withholding not been required.

(b)

Price and Price Changes. Distributor' s purchase price from Winalite for any Product will be the price for such Product set from time to time by Winalite on an arm' s length basis. Distributor will purchase and sell the Products for its own account.

(c)

Marking and Labeling. Distributor will inform Winalite at least ninety (90) days before placement of any order for Products if the Products must be marked or labeled (together with the details of the marking or label) in any way to comply with import or other laws applicable to the import or sale of the Products within the Territory. Winalite has no independent obligation to determine what marking or labeling may be required by applicable laws and regulations of the Territory. Winalite may in its discretion include the cost of any such marking or labeling in the price for the Products charged to Distributors.

(d)

Governmental Approvals. Distributor is responsible for obtaining any and all approvals necessary for the import and sale of the Products in the Territory.

(e)

Advertising and Promotional Materials. Distributor will obtain the prior consent of Winalite for any and all promotional or marketing materials, literature, logo products, or any other ...