DISTRIBUTORSHIP AGREEMENT

This Agreement is executed this __th day of _______________, by and between:

_________________________________ , a corporation organized

and existing under the laws of the Philippines, with principal office at
_________________________________________, represented herein by
_________________, (hereinafter to as the “Company”);

- and -

______________________________ a corporation organized and

existing under the laws of ___________________, with principal office at
________________________________________, represented herein by
_________________ (hereinafter referred to as the “Distributor”);

Witnesseth : That -

WHEREAS, the Distributor represents that it is duly licensed to engage in the

business of warehousing, forwarding, delivery and direct selling of merchandise to
individuals and firms and that it has substantial capital in the form of cash, tools,
equipment, delivery trucks and vehicles, office and storage facilities and manpower
necessary in the conduct of this business;

WHEREAS, the Company is in the business of designing, manufacturing and

trading of various types, makes and designs of furniture, appliances, equipment and
accessories, designed and manufactured by, and under the Georgian Lane trademark,
name or other related trademarks and names (hereinafter collectively referred to as the
"Products");

WHEREAS, the Company and the Distributor mutually agree to enter into a
distributorship arrangement for the sale and distribution of the Products, subject to the
terms and conditions stated below;

WHEREFORE, for and in consideration of the mutual covenants and stipulations

hereinafter set forth, the parties hereto agree as follows:

ARTICLE I
APPOINTMENT AND TERRITORY

1. The Company hereby constitutes and appoints the Distributor, and the
Distributor hereby accepts the appointment, as the Company’s exclusive distributor
(except for direct accounts of the Company) in _________________ (hereinafter referred
to as the “Territory”) for the Products. As such distributor, the Distributor shall purchase
from the Company pursuant hereto for resale the Products to be distributed by the
Distributor; Provided, That, the Distributor’s obligation to pay the Company therefor
shall not be dependent on whether or not it actually resells such Products.
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2. It is understood that the Company has the unrestricted right to sell the
Products to its direct accounts in the Territory. The Distributor shall not resell or export
any Product outside the Territory nor resell, directly or indirectly, any Product to any
third party who the Distributor knows or has reason to suspect intends to sell or export
any Product outside the Territory. The Company has the option to change, contract,
expand or withdraw the aforesaid Territory by giving 30- days written notice thereof to
the Distributor.

ARTICLE II
PRODUCT CHANGES

The Company reserves the right, without thereby incurring any liability to the
Distributor with respect to any purchase order theretofore transmitted or placed by the
Distributor, or otherwise, and for justifiable reasons which include acts of God and/or
government, to discontinue or limit its production of any Product or to terminate or limit
deliveries of any of the Products from time to time.

ARTICLE III
PURCHASE ORDERS

In order to meet the demand for the Products, the Distributor shall place orders for
the Products with the Company as expeditiously as possible according to the procedures
established by mutual Agreement of the parties. All orders are subject to acceptance by
the Company, and may be accepted in whole or in part at the Company’s absolute
discretion. Such acceptance shall be valid if made by written notice to the Distributor or
by actual delivery or release of the Products to the Distributor. All purchase orders shall
be binding upon the Distributor unless and until they are rejected in writing by the
Company. The Company shall not be bound by any terms or conditions stated in the
purchase orders issued by the Distributor and accepted by the Company other than
statements therein regarding Product items, quantity and requested delivery dates. The
Distributor shall exercise due diligence in delivering to the trade the Products in the
quantities and on the dates specified by the trade.

ARTICLE IV
INVENTORY

The Distributor undertakes to hold and maintain sufficient inventory of the

Products to meet the market demand in the Territory promptly.

The Distributor shall maintain stocks of the Products based on a schedule of

allocation and replenishment that will be provided by the Company every month.
The Distributor shall provide free of charge a segregated, secured dry, cool storage area
for Products and follow the special storage instructions pertaining to the various
Products. The Distributor shall admit at all reasonable business hours a delegate or
representative of the Company to its warehouse for inspection of the orderly storage
of the Products.

The Distributor shall store and handle the Products on a first in-first out basis and
keep a careful and continuous control over the stocks of the Products in the warehouse in
______________ and in all the branches and depots. The Distributor hereby undertakes
to properly store and care for the Products with due regard to the special nature thereof.

If the Products are exposed to perils such as, but not limited to, fires, earthquake,
flood, storm and lightning which, in the sole judgment of the Company, has had an
adverse effect on the Products, rendering them unfit for sale the Distributor shall
surrender such Products to the Company notwithstanding that by their physical
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appearance, they appear to be saleable. The Company and/or the Distributor shall obtain
the standing consent of the Product’s insurers to such pull-out and destruction.

ARTICLE V
DELIVERY

The Company shall cause the delivery of the Products ordered by the Distributor
to the Distributor’s warehouse at _____________ and in accordance with the Company’s
acceptance of orders supported by the necessary delivery receipts.

The Distributor shall bear all costs of insurance and costs of delivery to trade
which shall include, but not be limited to, all taxes, duties, tariff and landing charges of
the Products incurred for delivery of the Products from the Distributor’s main warehouse
in the country. The Distributor shall be responsible for and shall pay any duties and taxes
imposed on the sale of the Products.

ARTICLE VI
PAYMENT

The Company shall invoice the Distributor for the sale of the Products at the
suggested list price of the Products less a distribution fee as may be agreed by the parties.
The Company reserves the right to change the suggested list price at any time upon
written notice to the Distributor at least fifteen (15) days before the effectivity of the
change.

ARTICLE VII
INSURANCE AND RISK OF LOSS

The Distributor shall also act as depositary of the Company’s Products which the
Distributor shall warehouse at its premises in ______________. The ownership of, legal
and beneficial title to, and the right to possession and control of such Products shall
remain with the Company. At its expense, the Company shall, directly or through
the Distributor’s comprehensive insurance policy, insure the Products against fire, flood,
earthquake, lightning, and other insurance risks arising from acts of God or force
majeure.

As such depositary, the Distributor shall be accountable for all stocks of the
Products delivered by the Company and shall indemnify the latter for any and all stocks
lost, destroyed, or damaged through the negligence of the Distributor’s personnel, or
through burglary, theft, pilferage, larceny and other acts of men while the Products are in
its custody. Indemnification for such loss, damage, or injury shall be at 100% of Price
to Distributor. For this purpose, the Distributor shall, at its expense, secure adequate
insurance coverage and shall endorse/assign the policy under the condition that claims
thereunder shall be “as its interest may appear”.

The Company may, by giving thirty (30) days written notice to the Distributor,
take over the warehousing of the Products. The procedure for the transfer of the
stocks of the Products from Distributor’s warehouse referred to in the first paragraph of
this Article to the Company’s warehouse shall be mutually agreed upon by the parties.

ARTICLE VIII
RESALE OF PRODUCTS
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The Distributor agrees to resell the Products at the suggested price of the Products
as provided in Article VI above. The Distributor shall in accordance with Article XII
hereof provide the Company monthly in computer diskette form the data on the sale of
the Products to the trade, including such information relating to cash and other discounts
which the Distributor may give to certain customers; Provided That, the Company may
inspect the original copies of the corresponding invoices at the Distributor’s premises at
reasonable business hours. It is understood that the Distributor shall continue to deploy
salesmen who will devote their attention on full-time basis in selling the Products to the
trade. The Company and the Distributor shall agree under which group of companies the
Products shall be grouped, and as to which group of salesmen shall sell the Products to
the trade.

ARTICLE IX
RETURN OF PRODUCTS

The Distributor will not accept damaged stock from the trade except as provided
for in the Company’s Stock Return Policy or upon prior arrangement made with the
Company. The parties hereto shall agree in writing upon a uniform procedure for the
destruction and replacement of damaged stocks, which Agreement shall form an integral
part hereof.

ARTICLE X
PROMOTION

The sales and collection personnel of the Distributor shall actively solicit and
accept orders for the Products in the Territory. The Distributor’s salesmen shall as much
as possible coordinate their field of activities with the Company’s promotional cycles.

The Company agrees to assist the Distributor in the training of the Distributor’s
sales force particularly with respect to information on the Company’s Products and the
Company’s background to the extent the Company, in its sole discretion, deems
necessary.

ARTICLE XI
INFORMATION

The Distributor shall furnish the Company with financial and other information
and materials relating to the market demand for and sales of the Products and such other
factors affecting the prices thereof.

The parties hereto agree to stipulate upon the nature of such other information
which the Distributor shall be required to furnish the Company.

ARTICLE XII
REPORTS AND STATISTICS

As part of the services and for purposes of effectively monitoring the Company’s
trade sales performance, the Distributor shall provide the Company with the following
statistics free of charge at the time and frequency indicated and in the forms as may be
prescribed or approved by the Company from time to time:

1. Computer diskettes containing the following, to be provided on the

fifth working day of the month:

a) Previous month’s sales transactions indicating warehouse

(branch) codes, customers category, invoice numbers, date,
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customers code, credit memos and reference numbers,

product codes, quantities and amounts sold;

b) List of new customers indicating code numbers, category,

address and warehouse codes.

2. Weekly US Dollar sales volume by branch, if applicable, to be

submitted every Monday and a monthly summary within the first
five working days of each month.

3. Monthly stocks and sales report by branch, if applicable, and

consolidated to include unit movements and inventory to be
submitted within the tenth day of the following month.

4. If applicable, monthly branch performance and variances with

forecast measured in $ and units to be submitted within the tenth
day of the following month in US Dollar and units.

5. Inventory of stocks in safekeeping, within the first week of the

following month.

6. Adverse reaction reports.

ARTICLE XIII
MARKETING EFFORTS

1. The Distributor shall sell the Products, cause its managers and employees
to use vigorous efforts to achieve maximum sales volumes reasonably achievable in the
Territory, and maintain in the Territory a place of business and sufficient competent and
well-trained employees, including salesmen dedicated exclusively to the sale of the
Products in the Territory, to increase the sales of the Products. The Distributor shall
endeavor to attain the objectives, goals and programs of the Company, as agreed upon by
the parties in accordance with paragraph 2 hereunder.

2. Four (4) months before the beginning of each calendar year, the Company
and the Distributor shall establish, and the Distributor shall prepare a sales plan and
a schedule of monthly sales targets according to a format prescribed or approved by the
Company, which will include:

a) A review of the year-to-date performance compared to the sales

estimates and goals stated in the sales plan covering the current
year;

b) An estimate of sales to trade under this Agreement for the next

calendar year broken down by calendar quarters;

(c) A statement of objectives and goals for the next calendar year and
the programs by means of which such objectives and goals are
expected to be attained; and

(d) A schedule of monthly sales targets.

3. The Distributor shall not act as the Company’s agent and shall not accept
any order on the Company’s behalf. The Company reserves the right to remain in direct
contact with customers and prospective customers of the Distributor in the Territory.
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4. The Distributor shall take adequate precautions to distribute the Products

within the Company’s standards of quality control, safe handling and product shelf-life.

5. The Distributor shall not distribute, sell, market or promote the Products
contrary to the Product labeling or which are not packaged in a manner approved by the
Company.

6. The Company shall be responsible for the exportation and promotion of

the Products, and attendant costs therefor shall be for its account.

7. The Company warrants the quality of its Products as represented in its

promotional brochures, labels, and literature, and shall save and keep the Distributor free
and harmless from any lawful claims or suits of third parties arising from the quality of
such Products. The Distributor shall keep and save the Company free and harmless from
any loss or claim or suit by third parties arising from any act, omission or
negligence (like in handling and storage of the Products, tampering, etc.) of the
Distributor which impair the quality or of the Products. In the event such claims or
suits arise, the party obligated by this Article to hold the other party harmless shall defend
the latter party and reimburse the same for any expense incurred or is forced to pay by
competent courts or government agencies.

8. The Distributor shall ensure that it and its selling, marketing and
distribution activities shall at all times comply with all applicable laws. The Distributor
shall not make any product claims or representations that are not consistent with the
product labeling nor provide any warranties with respect to the Products. The
Distributor shall be responsible for any claims or damages resulting from the
Distributor’s failure to honor these obligations.

ARTICLE XIV
COMPANY’S INDUSTRIAL PROPERTY RIGHTS

1. The Distributor hereby acknowledges that all trademarks, tradenames, logos,

container designs and other trade dress appearing on or used by the Company in
connection with any of the Products and any and all other trade and service marks owned
or licensed by the Company or any of its Affiliates (collectively the “Trademarks”)
are good and valid and are exclusively owned by the Company, or an Affiliate as the case
may be. As used in this Agreement, “Affiliates” shall mean the Company’s immediate
parent company and any of said parent company’s direct or indirect subsidiaries. All use
of the Trademarks by the Distributor pursuant hereto shall inure to the benefit of the
Company or the Affiliate that owns the involved Trademark.

2. The Distributor agrees that it will not during the term of this Agreement or at
any time thereafter apply to the Products, use or display any Trademark or any
Tradename of the Company or any of its Affiliates (the “Tradenames”), or any
counterfeit, copy or colorable imitation of any Trademark or any Tradename confusingly
similar thereto except insofar as authorized in writing by the Company from time to time.
The Distributor may, however, by appropriate indications on its letterheads and any other
forms and through the exhibition of appropriate signs and advertising indicate to the
public that it is the Company’s distributor of Products in the Territory, and may use and
permit its re-sellers to use the Trademarks in an appropriate manner in advertising the
Products; Provided however, That, that all advertisements of any Product(s) are subject to
the prior written approval of the Company. If the Company objects to any use or method
of display by the Distributor or any of its re-sellers of any Trademark, which use has not
therefor been approved by the Company, the Distributor shall discontinue or cause such
re-seller to discontinue such use or method of display or modify it to the satisfaction of
the Company. In no event shall the Distributor use any Trademark or Tradename as if it
were part of the Company or in any manner which, in the opinion of the Company, might
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indicate that any facility or operation operated by the Distributor is operated by the
Company or any of its Affiliate, or that the Distributor is associated with the Company or
any of its Affiliates, as an Affiliate, joint venture, partner, or in any other way. At the
request of the Company, the Distributor will, at the Company’s expense, take all
necessary steps and sign all documents the Company reasonably requests for the
registration in the Territory of the authorization for the use of the Trademarks herein
contained.

The Distributor shall not at any time do, or knowingly suffer to be done, any act
or thing which will impair the ownership and rights of the Company or any of its
Affiliates in and to the Tradenames or Trademarks. The Distributor shall immediately
report to the Company any infringement by third parties of any Tradenames or
Trademarks whenever any such infringement shall have become known to the Distributor
and will fully cooperate with the Company and/or the owner thereof in connection with
the prosecution of any infringement action or other proceeding for the protection of the
Trademarks. The Company will decide at its discretion whether or not to proceed against
the infringers.

3. The Distributor shall not publish or cause to be published, encourage or

approve any advertising or practice which might mislead or deceive the public, or might
be detrimental to the good name, trademarks, goodwill or reputation of the Company or
the Products. The Distributor further agrees to discontinue any advertising or practice
deemed by the Company to have such effect.

4. The provisions of this Article XIV shall survive the expiration or termination
of this Agreement, however caused. All costs incurred by the Company in enforcing its
rights under this Article XIV due to the fault or negligence of the Distributor, including,
without limitation, attorney’s fees, will be borne by the Distributor.

ARTICLE XV
CONFIDENTIALITY

The Distributor shall keep confidential and cause its employees to keep
confidential any information of a proprietary nature which the Distributor receives
directly or indirectly from the Company (including but not limited to, the prices
charged to the Distributor, terms and conditions of sales to the Distributor, customers,
business affairs, products, product specifications, designs, plans, manufacturing
processes, data, know-how, ideas and technical information) excluding such information
as has been publicly disclosed by authorized officials of the Company or an Affiliate.
This obligation of confidentiality shall survive the expiration or termination of this
Agreement.

ARTICLE XVI
TERM

This Agreement shall come into force and effect on _______________ and,
unless earlier terminated in accordance with the provision hereof, shall continue in effect
until either party terminates it on ninety (90) days advance written notice to the other
party. However, this Agreement may be terminated upon thirty (30) days written notice
by the Company to the Distributor if the latter handles or agrees to handle any product
which is the generic equivalent of the Company’s Products without the Company’s prior
written consent which shall not be withheld unreasonably. This prohibition shall not
apply to similar products which the Distributor is already distributing and handling prior
to the effectivity of this Agreement.

ARTICLE XVII
TERMINATION
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1. Either party may terminate this Agreement upon prior written notice of thirty
(30) days in the event of the breach by the other party of any of its obligations or
responsibilities hereunder which is not cured (if capable of being cured) within the said
30 days notice period.

If the performance of any obligation hereunder of either of the parties is

prevented, restricted or interfered with by reason of :

a) fire, explosion, breakdown of plant, strike, lockout, labor dispute,

casualty, or accident, lack or failure of transportation facilities,
epidemics, cyclone, flood, drought, lack or failure of sources of
supply or labor, raw materials, power or supplies;

b) war, revolution, civil commotion, acts of public enemies, blockage

or embargo;

c) any law, order, proclamation, regulation, ordinance, demand or

requirement of any government of or any subdivision, authority or
representative of any such government;

d) any other cause whatsoever, whether similar or dissimilar to those

above enumerated, beyond the control of such party,

the party so affected, upon prompt notice to the other party, shall be excused from such
performance to the extent of such prevention, restriction or interference. However,
if such performance cannot be fulfilled according to the terms of this Agreement after
three (3) months of notice, then the other party is free to terminate this Agreement
forthwith, subject to all claims the parties may have against each other resulting from this
Agreement.

2. If either party becomes bankrupt or insolvent or if the business or property of

either party shall be placed in the hands of a receiver, assignee or trustee in bankruptcy,
whether by voluntary act of either party or otherwise, or if the Distributor attempts to
assign this Agreement or any of its rights hereunder, this Agreement shall
terminate automatically. In such cases neither the creditors, nor the trustee in bankruptcy
or of property, nor the liquidator, nor the court can derive any rights from this
Agreement.

3. The Distributor agrees to report promptly to the Company any major or

significant change in the legal or beneficial ownership of the Distributor. If the
Company reasonably believes that such change is prejudicial to the Company’s interests
or to the proper and efficient marketing of the Products or if the beneficial ownership of
more than fifty percent (50%) of any class of the shares of the Distributor has been
transferred, the Company may terminate this Agreement by giving thirty (30) days prior
written notice from the day it is informed of the change of ownership.

ARTICLE XVIII
RIGHTS AND OBLIGATIONS UPON TERMINATION

1. In the event of expiration or sooner termination of this Agreement, as

provided above, all payments to the Company under this Agreement shall become due
and payable on the date of expiration or termination.

2. At the sole discretion and request of the Company, the Distributor shall return
to the Company unsold inventories of the Products as against full or partial cancellation
of covering invoices, or the inventories may be sold to the Company at the cost invoiced
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to the Distributor or sold to the Company’s new distributor, all prior to the intended
termination date. Cost of delivery or freight of returned merchandise from all
Distributor’s warehouses shall be at the sole cost and expense of whichever party sends
notice of termination.

3. If the Company does not exercise its option under the second paragraph
above within four (4) weeks from termination or expiration, the Distributor shall have the
right to continue to deplete inventories for a period of six (6) months from the
termination or expiration of this Agreement.

4. The Distributor shall cooperate with the Company and provide the latter free
of charge access to all pertinent Distributor’s previous sales, records, customer lists and
other records and data relating to sales of the Products.

5. Upon termination of this Agreement, the Distributor shall immediately

discontinue the use of any sign or other evidence that it is a distributor of the Company,
and shall deliver to the Company or its duly authorized representative at its own expense
any and all signs, printed matter and other material upon which appear or upon which any
reference is made to any Tradename or Trademark, including but not limited to printed
matter, printing blocks, advertising materials, decalcomania, name plates, labels, business
cards, stationery, catalogues, price lists and other similar material, except such a limited
amount of advertising matter (exclusive of exterior signs) as is appropriate for the sale of
the Distributor’s existing stock of Products not purchased by the Company pursuant to
this Agreement, it being agreed that the Company may enter the Distributor’s premises
and remove such signs and other matter.

6. The acceptance of any order from, or the sale of any Products by the
Company to the Distributor, after the expiration or termination of this Agreement shall
not be construed as a renewal or extension thereof nor as a waiver of
termination. Notwithstanding the foregoing, in the absence of a written agreement signed
by the Company, all of the foregoing transactions shall be governed by the provisions of
this Agreement.

7. Neither the Company nor the Distributor shall be liable by reason of

termination of this Agreement, or its failure or refusal to renew this Agreement, to the
other for indemnity, compensation, reimbursement or damages on account of the loss of
goodwill, clientele, prospective profits or anticipated profits or anticipated sales or on
account of expenditures, or investments or commitments in connection therewith, or
otherwise except as may be specified to the contrary herein.

Upon the termination of this Agreement, however caused, the Distributor will, at
the Company’s request, turn over to the Company all catalogs and other literature and
publications pertaining to the Products.

ARTICLE XIX
ASSIGNMENT

Except as provided in Article XX below, the Distributor shall not assign any of its
rights or interest in and to this Agreement and it shall not delegate any of the duties
imposed upon it. At the option of the Company, transactions contemplated under this
Agreement, and supplies of the Products hereunder, may be made by an affiliate of the
Company to ensure timely delivery of the Products. Such affiliates shall invoice the
Distributor directly. The Company shall give the Distributor reasonable advance notice
of the change of the source of supply.

ARTICLE XXI
RELATIONSHIP OF PARTIES
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The relationship between the Company and the Distributor during the term of this
Agreement shall be that of vendor and vendee, respectively. Neither the Distributor nor
its owners, agents, representatives, managers or other employees shall, under any
circumstances, be nor shall they hold themselves out as owners, agents, representatives,
or directors, officers, partners or joint venturers of or with the Company. The Distributor
shall have no right to enter into any contracts or commitments in the name of or on behalf
of the Company or to obligate the Company in any respect whatsoever.

ARTICLE XXI
GENERAL PROVISIONS

1. This Agreement shall be construed and interpreted according to the laws of

the Republic of the Philippines. Except as described in Paragraph 2 of this Article, any
claim or controversy arising out of or related to this Agreement or the making,
performance or interpretation of this Agreement shall be finally settled under the Rules of
Conciliation and Arbitration of the International Chamber of Commerce then in force, by
one arbitrator appointed by the International Chamber of Commerce in accordance with
said rules. The place of arbitration shall be in Metro Manila, Philippines, and the law
applicable to the arbitration procedure shall be determined by referring to the law of the
place of arbitration. All costs of arbitration, including the arbitrator’s fee shall be the sole
and exclusive remedy between them regarding any claims, counterclaims, issues, or
accountings presented or pleaded to the arbitrator; that it shall be made and shall
promptly be payable free of any tax, deduction or offset; and that any costs, fees, or taxes
incident to enforcing the award shall, to the maximum extent permitted by law, be
charged against the party resisting such enforcement. The award shall include interest
from the date of any damages incurred for breach or other violation of the contract, and
from the date of the award until paid in full, at a rate to be fixed by the arbitrator, but in
no event less than one-and-a-half percent (1.5%) per month, or part of a month, from the
date until paid.

2. Nothing herein contained (including, without limitation, Paragraph 1

hereof, regarding arbitration) shall bar either party’s right to obtain injunctive relief from
any court having valid jurisdiction against threatened conduct that will cause it loss or
damage, under the usual equity rules, including the applicable rules for obtaining specific
performance, restraining orders, and preliminary injunctions.

3. In the event any part or provision of this Agreement is declared void by

competent authorities for any reason, the parties hereto shall meet together within thirty
(30) days of such declaration to negotiate in good faith and draw up an appropriate
amendment and make valid that part found to be void or unenforceable. The other parts
of the Agreement not otherwise affected shall remain in full force and effect.

4. This Agreement contains the entire and only Agreement between the parties
respecting the subject matter hereof, and supersedes and cancels all previous
negotiations, Agreements, commitments and writings in connection therewith. This
Agreement may be modified only by an instrument in writing duly signed by the parties.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the
date and at the place first above written.