EXHIBIT 10.6
This AGREEMENt is entered on
June 1, 2004 between:
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Party A: SHENZHEN DIGITAINMENT COMPANY
LIMITED ("SDCL") 24/F, Huaqiang Bldg
A, 3006 Shennan Road, Shenzhen 518031, China
Party B: FANTATECH DEVELOPMENT INC.
("FDI")
23/F, Huaqiang
Bldg A, 3006 Shennan Road, Shenzhen 518031,
China
Whereas FDI is the 40% owned associated company of SDCL and is engaged
in
selling, marketing and promotional activities of hi-tech entertaining and
simulation equipment as well as 3D/4D theatre in China;
Whereas SDCL is engaged in the design, fabricating,
manufacturing of hi-tech
entertaining and simulation equipment as well as 3D/4D theatre, and also
participates in the establishment and cooperation of Fantawild Funplex
businesses in China for generating recurrent revenue;
Whereas due to its stronger
shareholder background and relatively greater amount
of registered capital, FDI is well
received by different potential customers in
China in the aforesaid businesses.
In order to take advantage of
the positive response from the potential customers
in China on SDCL's products,
while at the same time to provide better confidence
and perceived credibility to them, SDCL and FDI had agreed on the
following
terms and conditions:
Marketing and Sales of
Products:
--------------------------------
1.) FDI should act as the sales agent of SDCL for the distribution
of its
hi-tech products
in China.
2.) FDI will be primarily responsible for the marketing and sales of
SDCL's
hi-tech entertaining and simulation equipment as well as 3D/4D
theatre
in China. All the sales contracts
should be signed in the name of
FDI with the customers. In return, FDI should
purchase from SDCL all the
items as
mentioned in the signed sales contracts.
3.) FDI should involve personnel from SDCL during contract negotiations
in
order
to provide sufficient technical
support to FDI. Price negotiations,
design
of layout, and details
of the contracts should be handled
