This is an export exclusive agency agreement, in Chinese and English, relatively comprehensive, you can use it as a reference.

Exclusive Agency Agreement

This agreement is This agreement is made and entered into by and between the parties concerned

date place 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

Party A:

Address:

Tel:

Fax:

Party B

Party B:

2. Appointment

Party A designates Party B as its exclusive agent to solicit orders for the goods listed in Article 3 from customers in the areas listed in Article 4. Accept the above appointment.

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

3. Agent commodity Commodity

4. Agent territory Territory

Limited to

5. Minimum business volume Minimum turnover

Party B agrees that the order value of the above-mentioned commodities solicited from customers in the above-mentioned agency area during the validity period of this agreement shall not be less than ten thousand US dollars in the first year. , increasing by 20% every year from now on

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 the first year, Every year is increasing 20%

6. Price and Payment

The price of goods for each transaction shall be determined through negotiation between Party B and the buyer, and shall be subject to Party A final confirmation. Party B needs to pay 10% of the total annual amount as a deposit. Party A will start production and arrange shipping after receiving confirmation of each order from Party B. Party B needs to pay within 15 days after the goods are shipped out.

Payment terms, T/T or L/C, Party A accepts 90-day letter of credit, but Party B needs to pay interest on the usance letter of credit

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.

Party B shall pay 10% annual Amount as one year Deposit.Then Party A arrange the Goods after get Part B confirm order.and shipped to Pay B.Every order remains should be effective within 10 days after copy or fax of B/L .

Payment is T/T or L/C at sight.Party A accept Party B open the L/C 90days.But Party B should pay all interest.

7. Part free of Charge

Party A provides 2% free parts

< p>Party A offer 2% free parts of charge for every times order.

8. Exclusive Right

Based on the exclusive right granted by this Agreement, Party A shall not directly Or indirectly sell or export the goods listed in Article 3 to Yugoslav customers through channels other than Party B. Party B shall not distribute, distribute or promote products that compete with or are similar to the above-mentioned goods in Yugoslavia, nor shall Party B solicit or accept them to areas outside Yugoslavia. For orders for sales purposes, during the validity period of this agreement, Party A shall transfer to Party B the inquiries or orders regarding agent products received from other merchants in Yugoslavia.

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

9. Market Report

In order to enable Party A to fully understand the current market conditions, Party B undertakes to provide Party A with it at least once a quarter or at any time when necessary. Market report, including changes in local regulations related to the import and sale of the goods represented by this agreement, local market development trends, and the buyer’s opinions on the quality, packaging, price, etc. of the goods supplied by Party A according to the agreement. Party B is also responsible for providing Party A with quotations and advertising materials for similar products from other suppliers.

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.

10. Advertising and Expenses

11. Transactions Between Governmental Bodies

< p>Transactions concluded between the government departments of Party A and Party B are not subject to the terms of this Agreement, and the amount of such transactions shall not be included in the minimum business volume stipulated in Article 5.

Transactions concluded between government 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

During the validity period of this agreement, Party B may use the trademarks owned by Party A for sales purposes, and acknowledges the use of any patent trademark, copyright or Other industrial property rights are exclusively owned by Party A. Once infringement is discovered, Party B shall immediately notify Party A and assist Party A in taking measures to protect Party A's rights and interests.

Party B may use the trade-marks owned by Party A for the sale of 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 Motorcycle and scooter and Go-kart and E-bike 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 will take effect after being signed by the relevant parties as scheduled. It will be valid for 3 years, from January 1, 2007 to December 31, 2008. . Unless notified to the contrary, this Agreement will be extended for 12 months after expiration.

This agreement, when duly signed by the both parties concerned, shall remain if force for 36 months from January 1, 2007 to December 31,2009, and it shall be extended for another 12 months upon expiration unless notice in writing is given to the contrary.

14. New product development New model empalder

According to market conditions and Party B’s requirements, Party A will develop 4-5 new products every year.

Party A will empolder 4-5 model every year according to the market or Party B

15. Termination of the Agreement

During the validity period of this Agreement, If one party is found to be in breach of the terms of the agreement, the other party has the right to terminate the agreement.

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.

16. Force majeure Force Majeure

The party is not responsible for the inability or temporary inability to perform this Agreement in whole or in part due to floods, fires, earthquakes, droughts, wars or other events that the party cannot foresee, control, avoid and overcome. . However, the party affected by the force majeure event must notify the other party of the event as soon as possible and send the proof of the force majeure event issued by the relevant agency to the other party within 15 days of the force majeure event. 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, draft, 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.

17. Arbitration

All disputes arising from the performance of this agreement shall be resolved through friendly negotiation. If the dispute cannot be resolved through negotiation, the dispute shall be submitted to the China International Economic and Trade Arbitration Commission (Beijing) for arbitration in accordance with its arbitration rules. The arbitration award is final and binding on both parties.

All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached throught 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: Party A:Jiangsu Xinling Motorcycle Fabricate Co.,Ltd Party B:

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(Signature) (Signature)