DISTRIBUTORSHIP AGREEMENT

Item 1 Item 2 Date Parties (a) Company :

: Address:

(b) Distributor

: Address:

Item 3 Item 4 Item 5 Item 6

Territory Term Revenue Sharing Ratio Payment Term

: : : :

The Parties hereto agreed to define the distributorship upon the Terms and Conditions herein contained: IN WITNESS WHEREOF the Parties hereto have hereunto caused the respective hands and seals to be set out hereunder. Signed for and on behalf of the Company Signed for and on behalf of the Distributor

____________________________________________ Name: Designation: in the presence of:

____________________________________________ Name: Designation: in the presence of:

____________________________________________ Name: Designation:

____________________________________________ Name: Designation:

Terms and Conditions of the Agreement

1. Appointment of Distributor The Company hereby appoints the Distributor as its marketing distributor and the Distributor agrees to act in that capacity, for the distribution and sale of all associates products of the Companys online game (Product) within the Territory as stipulated in item 3 above. 2. Commencement and Term This Agreement shall commence from the date as stipulated in item 1 above and remain in effect for the Term as stipulated in item 4 above, unless otherwise terminated by the Parties in accordance with Clause 10 below. 3. Distributors Duties and Obligations The Distributor undertakes and agrees that it shall observe and perform all the terms and conditions of this Agreement, in particular the Distributor shall: a) use its best endeavors to distribute, sell and promote the Product in the Territory to all potential customers; b) investigate and resolve any dispute and after sales enquiry of the customer in connection with the distribution and sale of the Product; c) assist to gain and maintain with the competent authorities all necessary licenses, permits, and approvals in connection with the distribution and sale of the Product in the Territory; d) act diligently and in good faith in all of its dealings with its customers and with the Company; and e) not to make any representations or issue any warranties other than those contained in the Companys web portal or representations made by the Company or their representatives. 4. Company's Duties and Obligations The Company will: a) at its own cost and discretion from time to time supply to the Distributor with such promotional items and/or any information that the Company deems may assist to promote its online games and the sales of the Product; b) give reasonable notice to the Distributor of any changes in the Product, its warranty or its terms and conditions of sale; c) provide a monthly Online Credit Report which reflects the sales of Products on or before the 7th day of each calendar month; and d) issue an invoice for the amount payable to by the Distributor to the Company for each calendar month. 5. Revenue Sharing All revenue derived from the sales of the Product as reflected in the Online Credit Report shall be shared between the Company and the Distributor in accordance with the Revenue Sharing Ratio as stipulated in item 5 above. 6. Payment The Distributor shall pay to the Company the invoiced amount within the Payment Term as stipulated in item 6 above, failing which, the Company shall be entitled to impose a Late Payment Penalty at the rate of One per centum (1%) per month on the overdue outstanding amount. 7. Question & Reconciliation The Distributor may question accuracy of the Online Credit Report by giving a written Request to the Company within three (3) days upon receipt of the Online Credit Report. The parties shall initiate reconciliation process by conducting adjustment/ revision through their respective authorized representatives and close the same within five (5) days from the date of the Request. In the event the parties unable to reconcile the dispute within reconciliation process, the Distributor shall pay full invoiced amount to the Company, failing which, the Distributor shall be liable for the Late Payment Penalty. 8. Intellectual Property Rights a) The ownership of all intellectual property rights of the Product shall not in anyway vest in the Distributor. However, the Distributor shall during the Term be allowed/ permitted to use the trade name, logo or any intellectual property rights associating with the Product for the sole purpose of carrying out of the provisions of this Agreement. b) The Distributor shall not in anyway alter, modify, remove or temper with the trade name, logo or any other intellectual property rights associating with the Product. 9. Confidentiality The Distributor shall at all time use its best endeavors to keep all information and documentation of the Company confidential and not to use any of these information and documentations for any purposes other than for the performance of its obligations under this Agreement. 10. Termination The Company shall have the absolute right to terminate this Agreement without cause by giving thirty (30) days prior written notice to the Distributor. Either party shall be entitled to forthwith terminate this Agreement by written notice to the other if the other party:a) commits any material breach of this Agreement and if the breach is capable of being ratified, fails and/or refuses to remedy the same within thirty (30) days after receipt of a written notice given by the notifying party; b) makes any voluntary arrangement with its creditor; c) an encumbrance takes possession or a receiver is appointed over any of the property or assets of the other party; d) goes into liquidation insolvency (except for the purpose of amalgamation or reconstruction); e) ceases or threatens to cease carrying out business; or f) ceases to hold a valid license for the operation of business for the jurisdiction(s) in which it is operating. 11.Consequence of Termination Upon termination of this Agreement for whatsoever reason, the Distributor shall settle all outstanding payment (if any) in full to the Company within seven (7) days from the date of termination, failing which, the Distributor shall be liable for the Late Payment Penalty. 12. Indemnity The Distributor shall indemnify and hold harmless the Company against any loss or damages which the Company suffers or incurs in connection with this agreement, including but not limited to:a) any act or omission (whether or not negligent) of the Distributor or its employees or any third party whom the Distributor shall be responsible for; b) any claim or contact dispute between the customers and the Distributor; or c) a breach by the Distributor of this Agreement. Neither party shall under any circumstances be liable for other partys loss (whether direct or indirect) of revenue, loss of profit or any consequential loss whatsoever under this Agreement. 13. Disputes and Resolution Any dispute arising out of this Agreement shall first be referred to both parties with a view to resolving the dispute in good faith or Arbitration as many be deemed necessary. 14. Assignment The Company may assign this Agreement and/or the rights and obligations hereunder. The Distributor may not without the prior written consent of the Company, assign, mortgage, charge or dispose of any of its rights hereunder, or subcontract or otherwise delegate any of its obligations hereunder. 15. General a) Each party shall bear its own taxes for whatsoever nature, arising from or in connection with this Agreement. b) Nothing herein shall create or be deemed to create a partnership or the relationship of employer and employee between the parties. The Distributor shall no way be a representative or agents of the Company and has no authority to act or assume any obligations or relief of the Company. c) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and it supersedes all previous representation, agreement and understanding, if any either oral or written between the parties hereto. d) This Agreement shall be governed by the Laws of Malaysia and the parties hereto agree to submit to the exclusive jurisdiction of the courts of Laws of Malaysia. e) If any provision in this Agreement is held by any court or other competent authority to be unenforceable in whole or in part, the other remaining and unaffected provisions shall continue to be valid. f) Time, whenever mentioned, shall be of essence in this Agreement. g) Those clauses which by their nature would survive the termination of this Agreement shall so survive. h) Any notice in connection with this Agreement shall be in writing and shall be delivered by hand, or by post, telex cable or facsimile to the other party at the address as stipulated in item 2 above or at such address as the recipient may have notified to the other party. *****************************************************