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Distribution Contract

Distribution Agreement

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This Distribution Agreement involves

CHINA KANGTAI CACTUS BIO-TECH, INC. | Lanzhou Xinhui Economic and Trading Company, Ltd

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Title: Distribution Contract
Date: 11/19/2007

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Distribution Contract


Party A: Harbin Hainan Kangda Cactus Hygienical Foods Co., Ltd. (the “Company”)
Party B: Lanzhou Xinhui Economic and Trading Company, Ltd. (the “Distributor”)

In order to promote "Kangda Cactus" series products to enhance the awareness of "Kangda Brand", in line with the equal and mutual beneficial basis, in consideration of the mutual promises and covenants herein contained, the parties agree as follows:

I.
Sales region, channel and products
The Company authorizes the Distributor as a regional exclusive distributor to sell the "Kangda Cactus" series products in Gansu Province in China. In the meanwhile, the Company promises will not authorize another distributor in the region to ensure the dealership and interests of the Distributor. The Distributor guarantees to cover 100% of the region in Gansu Province and set up secondary distributing agents with the sole duty of selling the Company’s products. And the Distributor should take closed selling in Gansu region, should not supply the Company's products outside the region. Also, the Distributor accepts the supervision and management of the Company and bears the liability for breach of contract voluntarily.

The Distributor's qualification:
1.
The Distributor must have corporate capacity and business license.
2.
The Distributor should have its good reputation in the region.
3.
The registered capital of the Distributor can not be lower than 500,000 RMB.
4.
The Distributor should accept and carry out the selling policy of the Company willingly.
5.
The Distributor have already paid the guarantee money of dealership.

II.
Selling task and marketing plan
1. The Company guarantees to supply good quality and sufficient goods to the Distributor, should not cause any loss to the Distributor by any reason of the Company. If the Distributor has not ordered the products from the Company for three months in succession after the trial sale period or the market develops seriously unfavorably in the region or the Distributor seriously violate the Company's selling system or have done anything that injured the image or reputation of the Company, the Company has the right to cancel the dealership of the Distributor, and will cancel all its preference.

2. The Distributor should in advance 7 days to declare the plan of goods delivering to the Company. The Distributor should pay the payment for goods in the bank account that the Company appointed in time. After confirmed by both sides, the Company should deliver the goods to the Distributor within 7 working days.

1


III.
Regional exclusive dealership, guarantee money and settlement
1.
The Distributor should pay the guarantee

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