PARTNERSHIP AGREEMENT 

Between: Sanho Corporation 47456 Fremont Blvd Fremont California 94538 (Herein referred to as the “Distributor”) And: WooBlue Inc. 38 Corporate Park Irvine, CA 92606 (Herein referred to as the “Licensor”) Effective: December 1, 2012

OBJECT OF THE AGREEMENT 
The Licensor grants the Distributor manufacturing and selling rights of CAMERAMATOR DEVICE (or name variations on product) (Hereafter referred to as the “Products”) The use of Products is only permitted in conjunction with the products licensed by the Licensor.

TERRITORY OF THE AGREEMENT 
The territory of this agreement is U.S. and International as currently referred. Distributor shall sell Products to all channels of retail distribution including merchants, dealers and other distributors.

OBLIGATIONS OF DISTRIBUTOR 
The Distributor agrees to manufacture the Products as specified by the Licensor and market, sell and distribute the Products to the best of its ability. This includes proactive selling to dealers to both in-store and online dealers. The Distributor is bound by professional secrecy during and after the execution of this Partnership Agreement. The Distributor shall assist the Licensor to the best of its abilities in case of infringement of a patent or a trademark or unfair competition by any other manufacturer either foreign or domestic concerning the Products in the Territory.

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OBLIGATIONS OF LICENSOR 
The Licensor shall provide the Distributor with any technical information, advertising materials, sales training and marketing advice so as to help the Distributor with sale of the Products in the Territory at no charge to the distributor.

COVENANT NOT TO COMPETE 
The Licensor and the Distributor agree that neither party will bring to market another product that directly competes with the Products for a period of two years from the date of this contract.

MANUFACTURING AGREEMENT 
The Distributor shall manufacture the product as specified by the Licensor. The Licensor and the Distributor shall equally share the cost of manufacturing. The specifications and details of per unit manufacturing cost are listed in Appendix A.

DISTRIBUTION AGREEMENT 
The Distributor and Licensor are respectively entitled to Distribution Fee and Royalty from the proceeds of each unit of Product sold, regardless of the method of sale. The retail price, reseller margins and breakdown of the revenue share of each party is detailed in Appendix B. If Licensor and Distributor mutually agree to increase the reseller margins, both parties will reduce their share by an equal amount to satisfy the reseller margin. Licensor is permitted to acquire the Product at reseller discount for the purpose of resale as long as it conforms to the Minimum Advertised Price (MAP) of the Product.

AFTER SALES SERVICE AND REPAIRS 
The Distributor shall provide a replacement warranty for the Products and guarantees the proper technical standard for the Products. The written warranty shall be enclosed with each item. The Distributor shall provide the appropriate after sales repair/replacement service for the Products in Distributor’s Territory. Upon inspection of damaged Products, the Distributor should either: 1. Replace damaged or defective Products, free of charge, if it has failed to meet the claims of the conditional warranty. 2. Reject damaged Products if it was damaged by improper operation as defined in the conditional warranty. The Distributor will accumulate all defectives products to be made available for Licensor’s instructions to dispose of said defective product.
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TERM 
This Agreement shall be effective as of the date first set forth above, and shall continue thereafter until December 31, 2013 (the "Initial Term"). The Agreement can be renewed by mutual agreement unless terminated by either party.

TERMINATION 
This agreement can be terminated by either party with a 60-day notice. The Licensor and/or Distributor shall have 60 days to implement any corrective measures from date of notification of any default of contractual obligations claimed by either party. Unless otherwise stated, this contract comprises all the natural duties and rights in the relations of Licensor and Distributor and it is entered into based on the spirit of close cooperation between both parties concerned to their mutual benefit.

DISTRIBUTOR Sanho Corporation

LICENSOR WooBlue Inc.

___________________________ Daniel Chen, President

__________________________ Usman Rashid, CEO

___________________________ Date

__________________________ Date

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