美国代理协议

实行月度结算，甲方填写附件1，并发电子档给乙方。乙方打印出来，签字确认。并邮寄给甲方。

1

Sales Agency Agreement

NO：

This Agreement is entered into between the parties concerned on …… 2004 in Beijing, China

on the basis of equality and mutual benefit to promote and sell its'

memberships on terms and conditions mutually agreed upon as follows:

1. Contracting Parties

Party A: Beijing BidLink Info-Tech Co., Ltd. (operator of )

Add: 4/F Ruibao Building, 18 Xinxi Road, Shangdi Information Industry Base, Haidian District,

Beijing, 100085, P.R.C.

TEL: 0086-10-82781593 FAX: 0086-10-62965060

Party B: Donald LaBelle Associates (operator of )

Address: Donald LaBelle Associates, 290 Turnpike Road, Suite # 160, Westboro, MA 01581

TEL: (+001) 508-476-2465 FAX: (508) 519-3086

2. Appointment & Territory

Party A hereby appoints Party B to act as his agent to sell the memberships of

in the world, and Party B accepts and assumes such appointment.

3. Responsibilities of Party A

a) Party A shall update, maintenance to ensure its normal

operation, as well as the column co-built with Party B.

b) Party A remains the copyright for the information of . It is

strictly prohibited for Party B to disclose or sell to the third part for business purpose.

c) Party A shall provide the Party B’s prospects with the needed code to access their 10-day

free trial to browse

d) Party A has the rights to recognize the prospect owning in accordance with the

date registered, if prospect register at different websites of agencies

consigned by Party A.

d) Party A shall collect payment, when the prospect signs up via ,

and forward commission to Party B monthly.

e) Party A shall open account for the customers to view upon

receiving payment from them.

4. Responsibilities of Party B

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a) Party B shall build a column with a registration form on the homepage of his website.

b) Party B shall pre-qualify prospects interested in Party A’s services by having them fill out

a registration form on Party B’ site to get a 10 day free trial.

c) Party B provides Party A with the prospects full contact information, including

ID with special identification (DON-).

d) Party B shall follow-up with the prospects by email, phone, fax, etc to close the deal.

d) Party B shall bear all expenses for advertising and publicity within the aforementioned

territory in the duration of this Agreement and submit to Party A all articles, description, audio

and video materials intended for advertising for prior approval.

e) In order to keep Party A well informed of the prevailing market conditions, Party B should

undertake to supply Party A, at least once a quarter or at any time when necessary, with

market reports concerning local market tendency and the customers’ comments on quality,

quantity of information, service, etc.

f) Party B shall not sell, distribute or promote the sales of any information products

competitive with or similar to in the above territory during the

validity of this agreement.

5. Price & Commission

a) Party A has the right to set the price for annual membership and Party B is not

supposed to change it or sell the membership at neither higher nor lower prices. At

present the price is $980/per year/each member.

b) Party A shall give Party B 35% commission on the basis of the invoice value stated

in each statement of account.

6. Settlement & Payment

a) Party A shall fill in the Statement of Account attached to the agency agreement, and

send it by electronic mail to Party B for confirmation, when both parties settle

accounts monthly. (In each monthly settlement)

b)

Party B will print out the monthly statement of account upon receiving it, and send it

with signature of authorized representative to Party A by DHL.

c) Both parties shall confirm the items stated in the statement of account of each

settlement, and sign hereto.

d) Party A will forward commission to Party B by the way of telegraphic transfer,

all the handling charges of which both parties bear.

Party A shall pay to Party B $380 USD/each member for commission on the basis of the

aggregate amount of the invoice value drew by Party A.

6. Payment

6. Validity of Agreement

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This Agreement, after its being signed by the parties concerned, shall remain in force for 12

months from ……2004 to…… 2005. If either Party wishes to extend this Agreement, he shall

notice, in writing, the other party one month prior to its expiration. The matter shall be

decided by the agreement and by consent of the parties hereto. Should either party fail to

implement the terms and conditions herein, the other party is entitled to terminate this

Agreement.

7. Force Majeure

Either party shall not be held responsible for failure or delay to perform all or any part of this

agreement due to any other events, which could not be predicted, controlled, avoided or

overcome by the relative party. However, the party affected by the event of Force Majeure

shall inform the other party of its occurrence in writing as soon as possible.

8. Arbitration

All disputes arising from the execution of this Agreement shall be settled through friendly

consultations. In case no settlement can be reached, the case in dispute shall then be

submitted to ………….for arbitration in accordance with its provisional rules of procedure. The

decision made by this Commission shall be regarded as final and binding upon both parties.

Arbitration fees shall be borne by the losing party, unless otherwise awarded.

This Agreement is signed on Mar. 30, 2004 in Beijing and is in two originals；each Party holds

one. 附件是合同不可分割的部门，同样有效。

Party A: Party B:

Beijing BidLink Hi-Tech Co., Ltd. Donald LaBelle Associates

Date: Data:

(Signature) (Signature)