Form 05

Yellow – for deletion

Pink – for review
Green – for clarifications

SALES AND MARKETING AGREEMENT

Know All Men By These Presents:

This Agreement entered into this ____ day of _______ 2004 by and
between:

_________________________________________________
_________________________________________________
_________________________________________________
hereinafter referred to as the COMPANY;

- and -

SMART HOMES COMMERCIAL BROKER, a corporation duly

organized and existing under and by virtue of the laws of Dubai, United
Arab Emirates, with P.O. Box No. 22759, herein represented by Mr.
Mohammed A. Al-Sabey (hereinafter referred to as “SHCB”),

WITNESSETH: That

WHEREAS, the COMPANY is in the business of manufacturing,

making, developing, improving, distributing and selling on a whole sale basis and
disposing of in bulk and in large quantities all its products, of every kind and
character, and any and all products and by-products thereof, and all other articles
connected with or incident to, such manufacture and sale, for any and all uses,
under the brand names of __________.

WHEREAS, the COMPANY recognizes the need to engage the services

of a Broker with a core competence in marketing and selling the various products
of the company to a specific geographical location to increase its sales output;
 WHEREAS, SHCB is interested to venture into the business of marketing
and distributing (Name of Products ), of every kind and character, as well as to
sell and market the same , hereinafter referred to as the PRODUCTS;

WHEREAS, SHCB is confident as to its ability to sell and market the

various PRODUCTS of the COMPANY to its various distribution network;

WHEREAS, the COMPANY authorizes SHCB to act as its exclusive

sales and marketing Broker covering the entire (Area) effective from the date this
agreement is entered and will expire without need of any notice one year
thereafter or on _____________;

NOW THEREFORE, based upon the foregoing premises, the parties

hereto agree to enter into an agreement based on the following terms and
conditions:

I. INTERPRETATION

1. In this Agreement unless the context otherwise requires, the following

words and expressions shall have the following meanings:

“Business” means the promotion of the PRODUCTS, solicitation

and referrals of orders to the Company by the Broker
and all matters ancillary thereto;

“Intellectual Means [set out trade marks/patents] and any patent,

Property” copyright, industrial design, trade mark and/or service
mark rights subsisting under any written law or the
common law, whether or not any of them are registered
and including applications for registration of any of the
foregoing and all forms of protection of a similar nature
or having similar effect which may subsist in the
Republic of the Philippines and/or anywhere in the
world including any such rights subsisting under any
licenses;

“Prices” Means the prices of the Products as set out in the

Company Products List in force for the time being;

“Products” Means specialized high quality products for various

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 purposes for use in applicable industry as listed in the
Company Products List in force for the time being;

“Company Means the list of products, which the Company may in

Products List” its absolute discretion issue from time to time, and any
applicable amendments or variations thereof;

“Territory” Means the territories set out in the last WHEREAS

Clause;

“Year” Means a period of 365 days.

2. In this Agreement, unless there is something in the subject or context

inconsistent with such construction or unless it is otherwise expressly
provided:

(a) words denoting one gender include all other genders and words
denoting the singular include the plural and vice versa;

(b) words denoting persons include corporations, and vice versa

and also include their respective estate, personal
representatives, successors in title or permitted assigns, as the
case may be;

(c) any reference to a WHEREAS clause, schedule or party is to

the relevant WHEREAS clause, schedule or party of or to this
Agreement and any reference to this Agreement or any of the
provisions hereof includes all amendments and modifications
made to this Agreement from time to time in force;

(d) any reference to a statutory provision includes any

modification, consolidation or re-enactment thereof for the
time being in force, and all statutory instruments or orders
made pursuant thereto;

(e) any reference to “writing” or cognate expressions includes any

communications effected by telex, cable, facsimile
transmission or other comparable means.

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 3. The WHEREAS clause and Schedules of and to this Agreement shall
have the effect of and be construed as an integral part of this
Agreement but in the event of any conflict or discrepancy between any
of the provisions of this Agreements such conflict or discrepancy
shall,, for the purposes of interpretation and enforcement of this
Agreement, be resolved by:

(a) giving the provisions contained in the clauses of this

Agreement priority and precedence over the provisions
contained in the WHEREAS clause and schedules of this
Agreement; and

(b) giving the provisions in the Schedules of this Agreement

priority and precedence over the provisions contained in the
WHEREAS clause to this Agreement;

4. The headings in this Agreement are inserted merely for convenience of

reference and shall be ignored in the interpretation of any of the provisions
herein contained.

5. Time wherever mentioned shall be deemed to be of the essence of this

Agreement.

II. APPOINTMENT

1. The COMPANY hereby appoints SHCB as its exclusive Broker and SHCB
hereby accepts the appointment notwithstanding that the Company
reserves the right:

(a) at anytime and from time to time, to vary the Prices of any or all of
the PRODUCTS with prior notice to SHCB;

(b) to vary the PRODUCTS, either by making such changes in the

design, production or packaging of the PRODUCTS as the
Company shall think fit, or by the withdrawal of products or a
class of products from or the addition of further products or of a
class of products to, the PRODUCTS as defined in Clause 1.1
hereto;

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 (c) to review, reduce or enlarge and or otherwise vary the scope of the
Territory based on market requirements, which requirements shall
be determined by the Company in its sole discretion;

(d) to accept or decline any order from any customer referred to the
Company by SHCB for a justifiable reason/s and

(e) to supervise and regulate the conduct of any and all of SHCB’s
representatives.

III. DUTIES AND OBLIGATIONS OF SHCB

1. SHCB has the following duties and obligations:

I.2 The role of SHCB is solely to promote, and market and sell the
PRODUCTS of the Company. In so doing, it shall refer all
prospective customers to the Company after SHCB has obtained all
product specifications and requirements to enable the Company to
recommend suitable system/s and product/s.

I.3 SHCB will at all times provide the Company with complete and
novel information with respect to its prospective customers. This
confidential information shall be treated as complete information
when the following details have been disclosed;

I.3.1 Complete Name of the Prospective Customer

I.3.2 Product Requirement of the Prospective Customer

I.3.3 Receipt of Formal Product Offering by the Prospective

Customer, whenever applicable;

Once the Company had recognized the information as novel and

complete, a Formal Notice will then be sent to SHCB.

I.4 SHCB may claim credit over any closed sales transaction with a
prospective customer only when the Company has issued a Formal
Notice that the information is novel and complete. Consequently,
SHCB cannot lay claim to whatsoever right of credit in any closed

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 sales transaction that may be made by the Company with the
prospective customer without receipt of the Formal Notice duly
issued by the Company.

SHCB shall exert its best efforts to promote, display and

sell the PRODUCTS. Pursuant thereto, SHCB will be required to
submit a marketing and sales plan inclusive of its annual sales
forecast. The marketing and sales plan must be duly supported by
verifiable data. SHCB is authorized to engage the services of
consultants for this particular purpose. However, all expenses
incurred in carrying out promotional and marketing activities for
the Company shall be for the account of SHCB. In the event
whereby it is necessary for the Company to shoulder the expenses
related thereto, prior approval from the Company must be secured.
In this regard, the Company reserves the right to request such
verifiable data and information to enable it to make a decision. To
insure that the PRODUCTS of the Company are diligently
promoted, SHCB shall in this relation perform the following at the
expense of the Company:

(i) personal visits to and correspondence with potential

purchasers of the PRODUCTS;

(ii) advertising and distribution of publicity matter subject to

the specific prior approval in writing by the Company of
the form and extent of such advertising and publicity
matter. In this connection, the Company shall initially
shoulder the cost of producing a sales brochure, which shall
contain the Company profile and a catalogue of its
products;.

(iii) attendance at trade shows upon the instructions of the

Company; and

(iv) employment of such member of suitably qualified

personnel as is reasonably required for the conduct of the
Business.

2. SHCB represents and warrants that:

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 2.1 It has the full legal right, authority and capacity to enter
into and perform this Agreement;

2.2 It has obtained and will for the duration of this Agreement
duly maintain any and all requisite statutory, governmental
or regulatory licenses, permits, approvals and consents to
carry out the activities and perform the obligations
contemplated under this Agreement; and

2.3 There is no pending or threatened litigation or arbitration

proceedings the nature of which is likely to have an adverse
effect on its ability to fulfill the terms and conditions
herein.

3. The foregoing obligations and warranties notwithstanding, SHCB further

undertakes:

3.1 not to do any act, or omit from doing any act, or consent to
any act being done; and

3.2 not to permit its employees, brokers or servants to do any

act, or omit from doing any act, or consent to any act being
done;

in relation to the Business if such act, omission or consent will or

is likely to cause the Company to be in breach or violation of any
applicable law statute or regulation or cause the Company to be at
risk of any statutory or regulatory sanction or censure, or place the
Company at risk of liability in respect of claims raised by third
parties, or shall be in the Company’s opinion to be detrimental or
prejudicial to the Company’s reputation or business.

4. Upon acceptance of its appointment, SHCB shall not be concerned or

interested either directly or indirectly in the manufacture, production,
importation, sale or advertisement of any goods in the Territory which are
like or similar to the PRODUCTS which is likely to or which the
COMPANY deems to compete or interfere with the sale of any of the
PRODUCTS, without the prior written consent of the Company. This

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 prohibition stands effective for a period of two years after termination of
the contractual relationship between the parties.

5. SHCB must secure the prior written consent of the Company for any
material change in the management or control of its business. The
Company must likewise be informed whenever the President and the Head
of Marketing of SHCB will be replaced.

6. SHCB shall pass on any information, whether material or not to the

Company when such information refers to, or may directly or indirectly
assist the Company to effect sales or other dealings in the PRODUCTS, as
well as develop a comprehensive business analysis or market development,
including but not limited to demand and sales forecasts.

7. SHCB hereby acknowledges that the Company reserves all the rights to
trademarks, distinguishable marks and designs of all the PRODUCTS.
SHCB shall take all steps necessary to insure that the company’s rights
will not in any way be infringed and will always be protected. In this
relation, SHCB is required:

7.1 Not to cause or permit anything, which may damage or endanger

any Intellectual Property belonging to the Company or the
Company’s title to such property or to assist or allow others to do
so;

7.2 To notify the Company of any suspected infringement of the

Intellectual Property belonging to the Company;

7.3 To indemnify the Company for any liability incurred to third

parties for any use of any Intellectual Property belonging to the
Company otherwise than in accordance with this Agreement;

7.4 On the expiry or termination of this Agreement, forthwith to cease

to use any intellectual property belonging to the Company except
as otherwise expressly authorized by the Company;

7.5 Not to use any Intellectual Property belonging to the Company

otherwise than as expressly or by implication permitted by this
Agreement; and

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 7.6 Not to use the trade names or marks of the Company or any
derivation of them in its trading or corporate name;

All information acquired by SHCB during the terms of this

Agreement are considered privilege and confidential. SHCB shall not at
any time divulge or allow to be divulged to any person any of these
information except to persons who have signed a secrecy undertaking in a
form approved by the Company.

8. SHCB may with the prior written consent of the Company appoint sub-
agents for its own business. However the Company reserves the right to
impose such terms and conditions as it deems fit for the provision of such
consent. Any sub-agent appointed by SHCB shall have no contractual
relationship with the Company.

III. DUTIES AND OBLIGATIONS OF THE COMPANY

1. The Company shall provide, from time to time SHCB with schedule of
PRODUCTS with a minimum and standard selling price limits. The
initial sales lists that may hereinafter be issued by the Company, forms part
of this Agreement.

2. The Company shall directly submit a Formal Price Quotation to SHCB.

Prior thereto, all selling prices indicated in the Formal Price Quotation
shall have been previously agreed upon by both the Company and SHCB.
The Company reserves the right to vary the prices where it deems fit
provided that the consent of SHCB shall have been obtained.

3. The Company shall sell directly to the Prospective Customers referred by

SHCB. In this connection, all contractual documents deemed necessary to
effect a closed sales transaction will be entered into by and between the
Company, as seller and SHCB, as buyer. The Company will issue all sales
invoices and delivery receipts.

4. The Company reserves the right to accept or decline any order from any
Prospective Customer referred by SHCB, for a justifiable reason/s.

5. The Company shall provide all sales materials, which includes among
others, product brochures, as well as technical assistance, whenever

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 requested by SHCB to enable it to effectively market and promote the
PRODUCTS. The Company will not charge SHCB any fee in
consideration for the release of any sales materials, or in the rendition of
any technical assistance

IV. SERVICE FEES

1. The computation of the Service Fees of SHCB shall be equivalent to

______% of the sales price based on the issued sales invoice or official
receipt to the customer but excluding value added tax and cost of
transportation.

2. The foregoing rates of service fees shall be maintained by the COMPANY

provided that the customers referred to by SHCB maintains a credit term
of only 60 days with a grace period of 30 days to fully pay its sales orders.

3. SHCB will receive only 50% of the computed service fees if the customer
referred by it pays the Company beyond 90 days from date of delivery but
not to exceed 120 days.

4. SHCB forfeits its commission if the customer referred by it pays the

COMPANY beyond 120 days from date of delivery.

5. All service fees shall be subject to the appropriate withholding taxes as

provided for under the applicable tax laws and consistent with existing
revenue regulations or other issuances of the Bureau of Internal revenue
(BIR).

V. MISCELLANEOUS PROVISIONS

1. In the event of any dispute that may arise between SHCB and a customer
or prospective customer for that matter, it shall be the duty of SHCB to
inform and provide details of the circumstances behind the dispute to the
Company. SHCB shall authorize the Company, at its absolute discretion,
to intercede in its behalf. The Company, on the other hand shall inform
SHCB in writing of its intention to intervene. One the Company
intervenes, then SHCB is prohibited from instituting or initiating any
proceeding, whether in court, arbitration, mediation or any mode of
resolving contractual disputes in respect of it or to enter into any

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 compromise with a customer or prospective customer without prior written
consent of the Company.

2. Any dispute that may arise between the Company and SHCB arising from
this Agreement or any matter related hereto or closely connected herewith,
which necessitates the institution of a formal complaint before the trial
court must only and exclusively be filed at the City of Makati.

3. The Company shall not be responsible for any act, negligence or default of
SHCB or its employees, servants or agents. Nothing in this Agreement
shall constitute or be deemed to constitute a partnership between the
parties hereto for any purpose whatsoever. All employees of SHCB shall
have no contractual relationship with the Company.

4. Neither party shall be liable for any failure or delay in performing its
obligations pursuant to this Agreement, if such delay is due to
circumstances beyond its reasonable control, including but not limited to
acts of God, meteorological phenomena, floods, weather conditions or
other catastrophes, national emergencies, insurrections, riots, wars, fires,
labour disputes, strikes, lockouts or work stoppages, embargoes and any
law, order, regulation or other action of any government authority,
regulatory body or agency thereof. If any such delay or failure continues
for the period of more than fifteen (15) days, either party shall be entitled
to terminate this Agreement by giving no less than thirty (30) days written
notice to the other party.

5. This Agreement shall supersede and revoke any previous agreement of the
same nature made by and between the parties hereto in respect of the
PRODUCTS.

6. The costs of and incidental to the stamping of this Agreement shall be

borne by SHCB. Each party shall bear its own costs (if any) in connection
with the preparation and execution of this Agreement.

7. All rights not specifically and expressly granted to SHCB by this

Agreement are reserved to the Company.

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8. Each Clause hereof shall be deemed to be independent and the invalidity
or unenforceability of any such Clause shall not affect the validity or
enforceability of any other Clause of this Agreement.

9. No failure or delay on the part of the Company in exercising any power or

right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of such right or power preclude any other or further
exercise thereof or the exercise of any other right or power thereof.

10. This Agreement is personal to SHCB who shall not, without the prior
written consent of the Company, assign, transfer or dispose of the whole or
any part(s) of its rights, interests, title, benefits, remedies, liabilities and/or
obligations hereunder.

The Company shall be entitled to transfer the whole or any part of its
rights or interest herein and/or perform any of the obligations undertaken
by it hereunder to or through any of its related corporation, any of its
present or future parent company, subsidiaries or affiliates, whether
wholly, partially, directly or indirectly owned or to any combination of the
foregoing.

11. The Company shall be entitled to sub-contract any of its obligations herein
to third party(s).

12. This Agreement shall be binding upon the parties hereto, their successors
in title and permitted lawful assigns respectively.

13. This Agreement and matters connected with the performance thereof shall
be construed, interpreted, applied and governed in all respects in
accordance with the laws of the Philippines.

14. All notices and communications pursuant to or in connection with this

Agreement shall be in the English language be in writing, given by
personal delivery facsimile, ordinary post or prepaid registered post or e-
mail or courier service. Such notices and communications shall be deemed
received by the other party (a) in the case of personal delivery, upon
delivery; (b) in the case of facsimile transmission, on the first date the
facsimile message is transmitted, subject to fax transmission report
confirmation; (c) in the case of ordinary post, five (5) days after posting;
(d) in the case of prepaid registered post, three (3) days after posting; (e) in

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 the case of e-mail, where the party sending the e-mail does not within two
(2) days receive a notification that the e-mail cannot be delivered and (f) in
the case of courier, two (2) days after receipt by the courier company.
Unless otherwise specified by not less than seven (7) days notice in writing
by the party in question, the address, facsimile number and e-mail address
to which notices, reports and other communications shall be sent are set
out below:

Company :
Registered Office :
Business facsimile :
Business E-mail :

Broker : Smart Homes Commercial Broker

Business Address :
Business Facsimile :
Business E-mail :

V. TERMINATION OR EXPIRY OF THE AGREEMENT

1. The Company shall have the right to terminate this Agreement by issuing a
written notice as the Company in its absolute discretion shall deem fit, in
any of the under-mentioned events.

1.1 If SHCB commits a breach of any of the term and condition of this
Agreement.

1.2 If SHCB is found to have committed any fraud or other deliberate

misconduct in respect of his trading activities, or engages in any
conduct prejudicial to the marketing of the PRODUCTS.

1.3 If the orders placed by SHCB with and accepted by the Company
do not meet the target specified as may hereinafter be agreed by
the parties through an addendum to this Agreement. In relation
thereto, the Company and SHCB may agree to amend the said
target in writing in a document duly signed by both parties. In
such an instance the change in the target shall be deemed to take
effect from the date stated in such document.

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 1.4 If SHCB shall go into bankruptcy, suspension of payments or
insolvency, whether the case instituted is voluntary or involuntary,
or if a receiver has been appointed.

2. Once this Agreement expires or terminated, it is the duty of SHCB to:

2.1 Return to the Company all stationery, samples, publicity materials,

and other marketing brochures provided by the Company;

2.2 Return to the Company all originals and copies of all documents
and information in any form; and

2.3 Refrain from further representing itself to the public as an

authorized marketing agent of the Company or in actively
securing a prospective customer for the company.

3. Except for the rights and obligations by SHCB under the immediately
preceding paragraph, any contractual right or obligation emanating from
this Contract is effectively terminated and without force and effect once
this contract expires or formally terminated by the Company.

4. SHCB shall be entitled to Commissions only in respect of orders accepted

by the Company from the customers before the date of termination and not
in respect of orders transmitted to the Company after that date
notwithstanding that SHCB shall have been responsible in whole or in part
for the placing of such orders with the Company.

5. SHCB may likewise terminate this Agreement by formally informing the

Company of its intention to do so and a formal acknowledgement in
writing by the Company is deemed necessary before this Agreement is
effectively terminated. The date of termination under this paragraph is the
date the formal acknowledgement is dated.

IN WITNESS WHEREOF, the parties have unto set their hands on the
date at the place first above-mentioned.

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___________________________. ___________________________
SHCB COMPANY
By: By:

____________________________ ___________________________

Signed in the presence of:

____________________________ ___________________________

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