DISTRIBUTION AGREEMENT

EXHIBIT 10.54

DISTRIBUTION AGREEMENT

     This Distribution Agreement (“Agreement”) is made September 8, 2004, by and between Taiwan Kolin Company Limited, a company organized in Taiwan ROC, whose address is 11/F No. 86 Section 1, Chung Ching South Road, Taipei, Taiwan, ROC (“Kolin”), and Syntax Groups Corporation, a California corporation, whose address is at 20480 East Business Parkway, City of Industry, California 91789 U.S.A. (“Distributor”).

     WHEREAS, Kolin designs and causes to be manufactured and exports various consumer electronic Products (as hereafter defined) for distribution under and in connection with the trademarks and trade name including but not limited to Kolin ; and

     WHEREAS, Distributor wishes to be appointed by Kolin an exclusive distributor of Products in the Territory; and

     WHEREAS, Kolin wishes to appoint Distributor an exclusive distributor of the Products in the Territory;

     NOW, THEREFORE, the Parties hereby undertake and make this Agreement.

      1. INTERPRETATION

     1.1 In this Agreement hereto the following terms shall, except where the context otherwise requires, have the following meanings:

     1.2 In this Agreement headings are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

      2. APPOINTMENT

     2.1 Kolin hereby appoints Distributor as its exclusive distributor in the Territory for the sale and supply of Products, and Distributor hereby accepts such appointment, subject to and in accordance with the terms and conditions of this Agreement.

     2.2 During the term of this Agreement, Kolin may not appoint another person, firm or company as a distributor of Products in the Territory.

     2.3 Kolin shall not supply or directly sell Products within the Territory, and may refer to Distributor inquiries and orders received from any third party for Products in the Territory.

     2.4 Distributor shall be entitled to describe itself as Kolin’s “Authorized Distributor” for Products, but shall not hold itself out as Kolin’s agent or as otherwise being associated with Kolin in any capacity so as to legally bind Kolin.

     2.5 Distributor shall not promote, market, distribute or sell Products outside the Territory, and shall use its best commercial efforts to secure from Distributor’s wholesale customers a written undertaking obliging each such customer not to resell the Products outside the Territory. Should Distributor promote, market, distribute or sell Products outside the Territory or otherwise knowingly permit a wholesale customer to sell Products outside the Territory, such violation shall be conclusively presumed to be a material breach of this Agreement entitling Kolin to terminate this Agreement immediately, upon written notice and without a right to cure. For purposes of this Clause 2.5, Distributor shall be conclusively deemed not to have “knowingly permitted” a customer to sell Products outside the Territory if Distributor shall have secured from such customer a written undertaking not to do so, and Distributor does not encourage or acquiesce in the violative sale.

      3. PLACEMENT OF ORDERS FOR PRODUCTS

     3.1 Kolin shall use its best efforts to supply Products to Distributor in accordance with Distributor’s orders.

     3.2 Distributor shall not less than thirty (30) days before the beginning of each Quarter place with Kolin its orders for Products to be delivered to Distributor during that Quarter and shall give Kolin written notice of Distributor’s estimated orders for Products for each Year by no later than 30 days before the start of the Year.

     3.3 All purchase orders shall be in writing and shall be deemed to have been accepted upon Kolin issuing to Distributor a written acknowledgment of each such purchase order.

     3.4 Upon receipt and confirmation of a purchase order from Distributor, Kolin shall promptly notify Distributor of the estimated delivery date of the order. Kolin shall use its best efforts to deliver Distributor’s orders on the date specified in the purchase order.

     3.5 The title to any shipment of Products shall pass to Distributor upon payment by Distributor of the invoice for such Products, plus all related costs per Clause 4.3.

      4. PRICE AND PAYMENT

     4.1 Products sold by Kolin to Distributor shall be sold at the prices agreed in writing by the Parties, as reflected in Kolin’s purchase order confirmations to Distributor.

     4.2 All sums payable by Distributor for Products sold to Distributor under this Agreement shall be paid to Kolin no later than sixty (60) days after the date the Products are received by Distributor.

     4.3 The price to be paid by Distributor for Products under this Agreement does not include:

          4.3.1 value added tax or other applicable sales tax or duty;

          4.3.2 any costs of shipping; or

          4.3.3 any costs of insurance.

     4.4 All sums payable under this Agreement shall be paid in United States Dollars.

     4.5 If any sums payable by Distributor under this Agreement are not paid when due Kolin shall be entitled to charge interest on the outstanding amount at a monthly rate of one and one-half percent (1 ¹ / 2 %) until the date of actual full payment both before and after judgment.

      5. TERMS OF TRADING

     5.1 All sales of Products by Kolin to Distributor shall be on Kolin’s standard terms from time to time, except that where Kolin’s standard terms conflict or vary with the terms of this Agreement, the terms of this Agreement shall control.

      6. DISTRIBUTOR’S OBLIGATIONS

     6.1 Distributor shall commence marketing the Products within the Territory immediately upon the Effective Date, and thereafter shall use its reasonable best efforts to promote the sale of Products throughout the Territory continuously thereafter. For purposes of this Clause 6.1, Distributor shall be deemed to have commenced “marketing”

the Products when Distributor first publicizes the Products, whether by print media, trade show or otherwise. Subject to the provisions of Clause 8, Distributor shall be entitled to promote and market the Products in the Territory in any manner it deems commercially reasonable.

     6.2 Distributor shall have the right to employ such personnel at such compensation and on such other conditions as Distributor deems necessary and proper to promote, market, distribute and sell the Products in the Territory. The contract Distributor makes with each such personnel shall contain an express provision to the effect that the personnel is the employee and/or agent of Distributor, is to be paid solely by Distributor, and is not the employee, agent or independent contractor of Kolin.

     6.3 In connection with the promotion and marketing of the Products Distributor shall:

          6.3.1 make clear, where clarification is required by its customers, that it is acting as a distributor of Products and not as an agent of Kolin;

          6.3.2 comply with all legal requirements from time to time in force relating to the sale of Products;

          6.3.3 at the request of Kolin, provide to Kolin at Distributor’s expense samples of brochures, catalogues, sales manuals and sale aids which refer to the Products; and

          6.3.4 assume and pay all costs of conducting Distributor’s business hereunder.

     6.4 Distributor shall not in any way pledge the credit of Kolin or directly or indirectly, whether by act or omission, give any guarantee, promise, representation or warranty in relation to the Products in the name of or on behalf of Kolin, unless expressly authorized to do so in writing by Kolin.

     6.5 Distributor shall have the sole right to determine the prices and the terms upon which Distributor shall sell Products and to determine the wholesalers and sub-distributors and other customers to whom it may sell Products.

     6.6 Distributor shall submit to Kolin all material complaints relating to Products, together with all available evidence and other information relating thereto, and forward to Kolin, at Kolin’s expense, for examination, representative samples of Products in respect of which complaints are made, and Kolin shall, as soon as reasonably practicable following a request from Distributor to do so, use its reasonable best efforts to assist Distributor in dealing with such complaints in such manner as Kolin considers appropriate. In the event of a dispute arising between Distributor and any third party in relation to the quality or

characteristics of Products sold by Distributor, Distributor shall not, without the written of Kolin, admit liability or do anything which constitutes an admission of liability nor take any proceedings in respect of, or compromise, such dispute.

     6.7 Distributor shall use its reasonable best efforts to obtain and maintain in force all such licenses, consents and approvals of any governmental or quasi-governmental or other regulatory authority as may be required, and otherwise at all times comply with all applicable laws of which it is aware in connection with importing, advertising, storing, marketing and selling the Products as contemplated by this Agreement in the Territory.

     6.8 Distributor shall send to Kolin, upon reasonable request, such statistical forecasts as Kolin may reasonably request for budgetary purposes and for programming future requirements with respect to the production of Products.

     6.9 Distributor shall indemnify and hold Kolin free and harmless from any and all obligations, costs, claims, judgments, attorneys’ fees, attachments and other court processes arising from, growing out of, or in any way connected with Distributor’s activities undertaken directly or indirectly pursuant to or in furtherance of Distributor’s exercise of rights under this Agreement. Distributor shall also indemnify and hold Kolin free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, costs, and attorneys’ fees that Kolin may incur as a result of a breach by Distributor of any representation or term of this Agreement.

     6.10 Distributor shall not use the Trade Secrets, except in the performance of this Agreement, and shall not disclose the Trade Secrets to third parties. Distributor shall use reasonable efforts to protect the confidentiality of the Trade Secrets, at least to the same extent as the measures it takes to protect Distributor’s own trade secret information.

      7. KOLIN’S OBLIGATIONS

     7.1 Kolin shall from time to time provide Distributor with such samples, catalogues, brochures, know how and information as may be required or desired to assist Distributor in the sale of Products in the Territory. Distributor shall use such samples catalogues, brochures, know how and information in order to launch and actively promote the sale of the Products in such a manner and at Distributor’s cost as Distributor considers appropriate.

     7.2 Kolin shall promptly provide any technical a