This Distributor Agreement is executed on the ___________day of ___________ 200_ in Dubai, U.A.E.

Between:
1. MANUFACTURER Magnetic Technologies LLC.

(First Party)	P.O. Box 27559 Dubai, U.A.E.
	Tel: 04-2696033; Fax: 04-2699144

Represented by Mr. Junaid Mohammed Khoory, Managing Director
2. DISTRIBUTOR

(Second Party)

Represented by Mr.

1) The Manufacturer is the sole owner and exclusive user of a considerable body of research and Know-how in the field of Magnetology developed by Professor Yuri Tkachenko and having a unique range of Technologies and Products.

2) The Manufacturer appoints Mr. _______________ as its Distributor in _______________ to promote the Magnetic Products for Household Usage, Medicine, Agriculture, Construction, Energy Saving on Territory of __________________ only.

3) This Agreement will also be treated as the confidentiality and intent to proceed Agreement accepted by the Distributor.

4) This Agreement shall be deemed to have commenced from the date of signature and shall be in force for a period of 12 months only.

5) The Distributor shall use his best endeavor to promote the business in the territory.

1. Interpretation:

For the purpose of this Agreement the following Terms shall have their respective meanings:
1.1. "The Agreement" means, the First Party's current standard form of Agreement.
1.2. "Proprietary Information" means, any and all information which is now or at any time hereafter in the possession of the Manufacturer and which relates to the system, including without limitation research data and know-how, formulae Process, Designs, Photographs, Drawings, Specification, Software Program and samples and other materials bearing or incorporating any information relating to the system.
1.3. "Confidentiality" means, to enable the Distributor to evaluate the Magnetology System with a view to promote the Technology, the Manufacturer provides willing disclosure of information relating to the Technology under condition of confidentiality, and will be a part to the Proprietary Information.
1.4. "The Territory" means, the geographical area described under clause (2) of "Recitals" in the Agreement.

2.1. The Price Lists (Appendix 1 of this Agreement), specifically are applicable only to the Territory of this Agreement, based on which all transactions will be concluded.
2.2. Distributor shall take delivery of materials at Manufacturer's head office, Distributor shall undertake the responsibility for transportation and all other risks.

The Distributor can draw materials from the Manufacturer on providing cash payment in advance.

In consideration of the Manufacturer disclosing information relating to the operating systems to the Distributor and in undertaking other obligations of the Manufacturer, the Distributor hereby agrees:
4.1. Distributor will make the first order during one week after signing the contract for minimum amount US $ 5,000. Otherwise this contract will not be valid.
4.2. To place every order worth minimum US $ 5,000 - (US $ Five thousand only).
4.3. To use all Proprietary Information so disclosed by the Manufacturer exclusively for the purpose of evaluating the potential of the system and protect the confidentiality.
4.4. On the request of the Manufacturer made at any time, the Distributor should deliver documents and other materials in his possession, custody or control that bears or incorporates any part of the Proprietary Information.
4.5. The Distributor is expected to do all necessary advertising programs annually with the approval of the Manufacturer at his own cost and the Manufacturer will compensate the expenditure by way of issuing magnetic devices at the rate of the Manufacturer's current selling price without discount.
4.6. The Distributor will not accept orders to make contracts on behalf of the Manufacturer and will not also make any promises, presentations, issue warranties or guarantees other than subject to confirmation and acceptance by the Manufacturer.
4.7. Validity of the present Agreement shall be in accordance to clause 4 under "Recitals" and the Distributor should renew this Agreement by a formal letter of request 60 days before the expiry.

5.1. The Manufacturer reserves the right to accept or reject any proposal introduced by the Distributor.
5.2. The Manufacturer with an aim to widen the business operation reserves the right to appoint other representatives within the territory.
5.3. The Manufacturer will provide training on the technicalities of all the products at his head office in Dubai. Program schedule and cost involvement to be mutually agreed upon at the time of involvement.

As mutually agreed, the Manufacturer and the Distributor shall make available, exchange and receive into their facilities appropriate personnel, for the purpose of assigning the Distributor in the promotion, consultation and technical assistance.

Such personnel shall retain their original status as employee of the Manufacturer or the Distributor as the case may be.

All costs related to the said personnel, including salaries, will be borne by the party on whose behalf the services are rendered.

7.1. The Manufacturer may terminate this Agreement forthwith if ever the Distributor is in breach of any of his obligations hereunder and the Manufacturer shall have no liability to the Distributor thereafter.
7.2. The Distributor may terminate this Agreement for any reason by giving a 60 days notice in writing to the Manufacturer at his registered office in Dubai, and should return forthwith all the Proprietary Information to the Manufacturer.
7.3. In the event of either party terminating the Agreement by giving a 60 days notice the Distributor shall continue to be bound by the provisions as to confidentiality herein.
7.4. The validity and performance of this Agreement shall be governed by U.A.E. law and in the Courts of Dubai, U.A.E.

As witness the hands of the Parties the day and year first before written.