Distributorship Agreement

Exhibit 10.1

DISTRIBUTORSHIP AGREEMENT

This Agreement is made and entered into this 1st day of March 2008, by and between SAMSUNG ELECTRONICS HONG KONG CO., LTD. a corporation duly organized and existing under the laws of the Hong Kong SAR with its place of business at Hong Kong 43/F-45/F, Two Int' l Finance Centre, 8 Finance Street, Central (hereinafter referred to as " SAMSUNG" ) and ATLANTIC COMPONENTS LIMITED , a corporation duly organized and existing under the laws of HONG KONG with its principal place of business at B24-27, 1/F., BLOCK B, PROFICIENT INDUSTRIAL CENTRE, 6 WANG KWUN RD., KOWLOON BAY, KOWLOON (hereinafter referred to as " DISTRIBUTOR" )

WITNESSTH

WHEREAS:

1. SAMSUNG is a company specialized in marketing and sales of certain devices in the field of semiconductor integrated circuits and products; and

2. DISTRIBUTOR is a company specialized in the distribution of the semiconductor integrated circuits and products; and

3. SAMSUNG hereby grants DISTRIBUTOR certain distributorship for its Products in the Territory (as defined hereinafter) and DISTRIBUTOR accepts and performs such distributorship under the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual premises, covenants and conditions hereunder set forth, it is agreed between the parties as follows:

Article 1. Definition 1.1." Agreement" shall mean this present document and all Exhibit(s) attached hereto and/or herein as to be attached after execution of this document under the mutual written consent of the Parties. 1.2." Confidential Information" shall mean all business, marketing and technical information a Party receives from the other Party in the course of performing this Agreement, and clearly and conspicuously marked as being " Confidential Information" . If disclosed orally, it will be reduced to writing thirty (30) days after such disclosure. 1.3." Products shall mean any product(s) expressly set forth in Appendix A. 1.4. " Territory" shall mean any the place where DISTRIBUTOR retains the right to market and/or sell the


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Products to the Customers within Hong Kong Special Administrative Region and Republic of China. 1.5." Customer" or " Customers" shall mean individual, partnership, firm, association, government or any other organization, within the Territory, which purchases Products, (i) other than for resale, or (ii) for use in products manufactured by such Customer. 1.6." SAMSUNG Trademarks" shall mean any trademarks, trade names, slogans, labels, logo and other identifying symbols whether registered or not in the REPUBLIC OF KOREA or Territory as are developed and used worldwide by SAMSUNG in connection with any Products to be sold by DISTRIBUTOR in the Territory pursuant to this Agreement. 1.7." Order" or " Orders" shall mean an order from DISTRIBUTOR or a Customer solicited by DISTRIBUTOR for a definite amount of Products at a specified price and a delivery schedule of less than one (1) year. The term " Order" shall not include letters of intent, memoranda of intent or understanding, volume purchase agreements, blanket purchase agreements, orders with a delivery schedule of greater than one (1) year, or similar documents.


Article 2. DISTRIBUTORSHIP 2.1 SAMSUNG appoints DISTRIBUTOR on a non-exclusive basis as its distributor to solicit the Orders and/or distribute the Products in the Territory and DISTRIBUTOR hereby accepts such appointment by SAMSUNG upon the terms and conditions hereinafter set forth. 2.2 SAMSUNG shall have the rights, at its sole discretion, to sell, transfer or otherwise dispose of the Products to any Customer other than DISTRIBUTOR in the Territory. 2.3 DISTRIBUTOR shall perform the distribution and sales of products only in the Territory set out in Appendix A. 2.4 DISTRIBUTOR may market and sell the products of other manufacturers and render service related to such products unless such activity shall not results in DISTRIBUTOR being unable to fulfill its obligations under this Agreement. However, DISTRIBUTOR shall not purchase and deals in from any other Korean manufacturers during the term of this Agreement. 2.5 DISTRIBUTOR shall meet the sales targets established and provided by SAMSUNG from time to time. 2.6 SAMSUNG reserves the right to make sales on its own behalf with any Customer in the Territory.


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Article 3. Relationship of Parties

It is expressly agreed that the relationship hereby established is that of buyer and seller and/or solicitor and seller. In all its business transactions, DISTRIBUTOR at all times shall act for its own account and shall have no power or authority to assume, create or make any binding obligation or to make any representation, commitment, guaranty or warranty on behalf of SAMSUNG with respect to any products or otherwise, and shall be in no way legal representative of SAMSUNG for any purpose whatsoever.

Article 4. Individual Contract 4.1 Each individual contract under this Agreement shall be subject to this Agreement but such contract shall be concluded and carried out by SAMSUNG' s sales note or confirmation which shall set forth the term, conditions, rights and obligations of the parties hereto arising from or in relation to or in connection with such contract except those stipulated in this Agreement. 4.2 No orders for the Products placed by DISTRIBUTOR to SAMSUNG shall be binding unless and until accepted by SAMSUNG. 4.3 SAMSUNG shall use its best efforts to accept any reasonable orders for the Products placed by DISTRIBUTOR, except as (i) the Products are not available enough to fill any order placed by DISTRIBUTOR or other Customers, (ii) SAMSUNG discontinues the manufacture or sale of the Products ordered at the time the order is received.


Article 5. Compensation to DISTRIBUTOR 5.1 SAMSUNG' s sole competition for DISTRIBUTOR' s sales activities shall be commission payable by SAMSUNG pursuant to the terms and conditions of this Agreement. DISTRIBUTOR shall have no right to receive any other compensation from SAMSUNG for services rendered or any expenses incurred by DISTRIBUTOR except commissions hereunder, and DISTRIBUTOR shall have no right to get any other sales profit from Customer and SAMSUNG excluding commission payable by SAMSUNG. 5.2 SAMSUNG shall pay to DISTRIBUTOR commission in US$ currency. The compensation shall be paid on a pro-rata basis corresponding to the Customers' payment to SAMSUNG. The compensation to DISTRIBUTOR shall be paid based upon the commission rate specified in Appendix C.


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5.3 Taxes (To be stated) In the event, Samsung shall not be liable for any local income or similar tax, tax arising out of the payment or wire transfer cost of any kind. DISTRIBUTOR agrees to ...