EXCLUSIVE DISTRIBUTION AGREEMENT

EXHIBIT 4.1

EXCLUSIVE DISTRIBUTION AGREEMENT

THIS EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is entered into this 25 day of JULY 2008 (the “Effective Date”), between CARBON REDUCER, INDUSTRIES SDN.BHD., a Malaysian corporation, whose address is No. 2F/2F1, Jalan Pulai Perdana 11/1, Taman Sri Pulai Perdana, 81110, Kangkar Pulai, Johor, Malaysia 9 ( CRI ) and CARBON CREDITS INTERNATIONAL, INC. a Nevada corporation (“Licensee” CCII).

RECITALS

WHEREAS CRI has developed certain energy reduction products as more particularly described on Exhibit “A” attached hereto (the “CRI Products”); and

WHEREAS CRI desires to grant to Licensee an exclusive license to distribute, market, advertise, and sublicense the CRI Products throughout the Territory (as described below) upon the terms and conditions set forth herein.

AGREEMENT

1.            GRANT OF RIGHTS .  CRI hereby grants to Licensee an exclusive, non-transferable right and license throughout the Territory to distribute, market, advertise and sublicense the CRI Products throughout the Territory during the Term. In addition, Licensee shall have the exclusive, non-transferable right and license throughout the Territory to distribute, market, advertise and sublicense any future CRI Products developed by CRI throughout the Territory during the Term.

2.            TERM .  The term of this Agreement shall commence upon the date hereof and shall continue in perpetuity except as otherwise provided in this Agreement. (the “Term”).

3.            TERRITORY . The territory shall be the world (the “Territory”).

4.            PRODUCT DISTRIBUTION PRICING .  Licensee shall distribute CRI Products from CRI upon a mutually acceptable pricing schedule for each of the CRI Products to be provided by CRI upon the execution of this Agreement.

5.            MARKETING COSTS AND EXPENSES . Except as otherwise set forth in this Agreement, Licensee shall be responsible for all of its marketing costs and related expenses.

6.            WARRANTY, MAINTENANCE AND SUPPORT .  CRI hereby agrees to warrant all CRI Products distributed by Licensee and Licensee’s customers in accordance with CRI’s established warranty policies, as amended from time to time. CRI also agrees to maintain and support the CRI Products, and to provide upgrades, modifications and enhancements to Licensee and its customers at CRI’s sole cost and expense. Licensee shall incur no obligation to warrant, support or maintain any of the CRI Products distributed by Licensee. For purposes of this paragraph, “Licensee’s customers” shall include Licensee’s direct customers or end-users, and any sub-distributor of Licensee and the customers or end-users of any such sub-distributor.

8.            REPRESENTATIONS AND WARRATIES OF LICENSEE .  Licensee represents and warrants to CRI that it has obtained any and all necessary approvals, and has the authority to enter into this Agreement.