In consideration of the mutual covenants and AGREEMENTS herein set forth, the parties agree as follows:

1.             RIGHT TO SELL

COMPANY is distributing GREEN GOLD MORINGA (PTY) LTD PRODUCTS (hereinafter “PRODUCT”). In accordance with his AGREEMENT, COMPANY grants DISTRIBUTOR the right to sell and market PRODUCT license AGREEMENTS on behalf of COMPANY under the terms of this AGREEMENT listed below.

COMPANY agrees to deliver such PRODUCTS necessary for contracts generated by DISTRIBUTOR. DISTRIBUTOR agrees to devote its best efforts to the sale of PRODUCT license AGREEMENTS, which includes, but is not limited to, (1) providing an adequate, trained sales and technical staff to promote the sale and support of PRODUCT, (2) undertaking promotional campaigns and canvassing prospective users to stimulate the sales of PRODUCT, and (3) generating and maintaining relationships with prospective and current customers.

2.             RIGHT TO EXECUTE AGREEMENTS

COMPANY may grant DISTRIBUTOR the authority to execute AGREEMENTS on behalf of the COMPANY upon completion of the form in Appendix A of this AGREEMENT, such authority not being unreasonably withheld.

Any AGREEMENTS pertaining the COMPANY PRODUCTS and services signed by DISTRIBUTOR without written approval by COMPANY will result in breach of contract.

3.             PROCEEDS OF SALES

COMPANY will pay to DISTRIBUTOR a commission on the sales proceeds for marketing the PRODUCT and supporting services in cases where DISTRIBUTOR is involved in marketing the PRODUCT and introduces the COMPANY to complete the licensing AGREEMENT with the customer.

The commission rate for each individual sales opportunity will be added as an addendum to this AGREEMENT. Commissions will likewise be paid on second tier sales generated from referrals of customers from DISTRIBUTOR and will be added as an addendum to this AGREEMENT. This commission will be paid for sales processed and closed directly by COMPANY resulting from marketing efforts of DISTRIBUTOR, where DISTRIBUTOR is not involved in the delivery or support of the PRODUCT. Licenses of PRODUCT engaged through DISTRIBUTOR, with their assistance in delivery or support of the PRODUCT, will not include a commission but will fall under the direction of Section VIII – Revenue Sharing.

4.             RECORDS

DISTRIBUTOR and COMPANY shall keep accurate records regarding the quantities of the PRODUCT licenses that are sold. COMPANY and DISTRIBUTOR shall have the right to inspect such records from time to time after providing reasonable notice of such intent to the other party.

5.             DISTRIBUTION RIGHTS

DISTRIBUTOR has the right to represent the COMPANY in the negotiation and sales of PRODUCT licenses. DISTRIBUTOR will bring clients to COMPANY who will execute a license AGREEMENT with said client or grant DISTRIBUTOR the authority to

execute a license AGREEMENT on COMPANY’S behalf upon completion of the form in Appendix A of this AGREEMENT. DISTRIBUTOR does not have rights to execute license AGREEMENTS or other legal contracts on COMPANY’s behalf and can only obtain this right through written authority for each contract. COMPANY has an inherent right to make sales through its own organization as well. If DISTRIBUTOR generates a contact that ends in the execution of a contract, commissions will be paid in accordance with Section VIII of this AGREEMENT. If COMPANY generates a sale it can assign the customer service and support to DISTRIBUTOR in accordance with Section IX.

6.             SUPPORT

DISTRIBUTOR shall receive the support of COMPANY in its efforts to market PRODUCT licenses. Stephen Robson, or if not available, an appropriate substitute, shall make appearances at key events, attend key meetings, and endorse (through letters, video, audio, media’s, etc) DISTRIBUTOR as COMPANY’s partnership organization. COMPANY shall support its business technology systems, deliverance of technology to consumer sector, and expertise in handling technical questions. COMPANY shall provide training on its PRODUCTS and services to DISTRIBUTOR and its agents and contractors. Once trained, DISTRIBUTOR will become a technical implementation partner with COMPANY with the capabilities of training all future contractors, agents, distribution outlets, etc. Any costs incurred by DISTRIBUTOR in the marketing and distribution of the COMPANY Technology are the sole responsibility of DISTRIBUTOR. Such costs include, but are not limited to, travel, entertainment, printing and marketing.

7.             USE OF COMPANY NAME

COMPANY expressly prohibits any direct or indirect use, reference to, or other employment of its name, trademarks, or trade name exclusively licensed to COMPANY, except as specified in this AGREEMENT or as expressly authorised by COMPANY in writing. All advertising and other promotional materials will be submitted to COMPANY at least two weeks in advance and will only be used if COMPANY consents thereto, which consent shall not be unreasonably withheld.

8.             REVENUE SHARING

DISTRIBUTOR and COMPANY shall share revenues on the sale of PRODUCT licenses for all customers brought to COMPANY by DISTRIBUTORs. Revenue sharing AGREEMENT will be included as an addendum for each sale. The Revenue Share provision is in effect for license deals with customers actively worked and closed by DISTRIBUTOR, and where DISTRIBUTOR is involved in the delivery and/or support of PRODUCT with the respective customer. Otherwise, the clause in Section III – Proceeds of Sales will govern the arrangement for commission payment.

9.             CUSTOMER (END-USER) SERVICE AND SUPPORT

For contracts with which DISTRIBUTOR is to be responsible for the customer (end-user) support, DISTRIBUTOR will provide adequate, trained technical staff to provide first level customer support. If the first level contract is unable t resolve the customer issue, DISTRIBUTOR will provide adequate, trained technical staff to provide second level customer support. If the second level contact is unable to resolve the customer issue, the matter will be referred to the COMPANY to resolve the customer issue. For contracts with which DISTRIBUTOR provides the first and second level customer support, revenue shares will be split accordingly at the support rate, which will be included in an addendum to this AGREEMENT in accordance with Section VIII.

10.         TAXES

A.                       Payroll taxes

DISTRIBUTOR shall be exclusively liable for, and shall indemnify COMPANY against such liability for, all employee payroll taxes and insurance arising out of wages payable to persons employed by DISTRIBUTOR in connection with the performance of this AGREEMENT.

B.      Taxes

COMPANY is not liable for any taxes that DISTRIBUTOR is legally obligated to pay in connection with this AGREEMENT, and all such taxes (including but not limited to net income or gross receipts taxes, franchise taxes, and/or property taxes) will be the financial responsibility of DISTRIBUTOR.

11.         DEFAULTS

Either COMPANY or DISTRIBUTOR may terminate this AGREEMENT on written notice if the other party materially breaches this AGREEMENT and such material breach remains uncured for forty-five (45) days following written notice of same from the other party.

12.         INDEPENDENCE OF PARTIES

Nothing contained in the AGREEMENT shall be construed to make DISTRIBUTOR the agent for the COMPANY for any purpose and neither party hereto shall have any right whatsoever to incur any liabilities or obligations on behalf or binding upon the other party. DISTRIBUTOR specifically agrees that it will solicit orders for PRODUCT as an independent contractor in accordance with the terms of this AGREEMENT; and that it will not at any time represent orally or in writing to any person or corporation or other business entity that it has any right, power or authority not expressly granted by this AGREEMENT.

13.         ARBITRATION

All disputes under this AGREEMENT that cannot be resolved by the parties shall be submitted to arbitration by an independent party agreed upon by both parties. Either party may invoke this paragraph after providing 30 days’ written notice to the other party. All costs of arbitration shall be divided equally between both parties unless such costs are awarded to a specific party. Any award may be enforced by a court of law.

14.         WARRANTIES

Neither party makes any warranties with respect to the use, sale or other transfer of PRODUCT by the other party or by any third party. in no event will COMPANY be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to PRODUCT.

15.               TRANSFER OF RIGHTS

This AGREEMENT shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this AGREEMENT unless the prior written consent of the other party is obtained.