THE SOCIALIST REPUBLIC OF VIETNAM Independence Freedom Happiness

DISTRIBUTION CONTRACT No:___________ Pursuant to the Enterprise Law No. 60/2005/QH11 dated 29/11/2005 of the Socialist Republic of Vietnam. Pursuant to the Certificate of Business Registration No. 4102012348 dated 29/10/2002, and the change copy dated 29/2/2008. Pursuant to the requirement of both parties. 2010

Date of this Agreement:

On and from the date above written, we agree to enter into this Distribution Contract (hereinafter called Contract) in accordance with the following terms and conditions and the Appendices attached which from part as integral part of the Contract. Party A Address Telephone Represented by Party B Address Telephone Represented by Designation CONTENT This contract is applied for the: Address Telephone Owned by DEFINITIONS The capitalised terms used in these Articles shall bear the meanings ascribed to them in the Appendices, which may be amended from time to time by replacing the Appendices with new ones, which must be initialled by both Party A and Party B in order to be valid and legally binding on Party A and Party B. : : : : : : : : : : : :
DONG DUONG F&B Co., Ltd.

3 rd Fl, Opera View Building, 161 Dong Khoi St., Dist 1, HCM City 08. 38248387, Fax : 08. 38248191 Mr . Le Kien Quang

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ARTICLE 1: PRODUCTS AND PRICE

1.1 1.2

Party A shall sell the Products to Party B upon the terms of this Agreement. The Price is inclusive of transportation fees and exclusive of all taxes (including value-added tax or goods and services tax which shall be due at the rate prevailing on the date of Party A's invoice). Party A shall ensure that the Price does not increase for a period of 6 months from the date above written. Thereafter, the Price for any Products may be varied upwards or downwards by Party A by giving not less than 15 days' prior written notice to Party B.

1.3

The price for the Products shall be the Price except in the case of manifest error in the event of which Party A shall, acting reasonably, determine the price of the Products. ARTICLE 2: DURATION OF CONTRACT 2.1 Unless earlier terminated in accordance with this Agreement, the arrangements between Party A and Party B hereunder shall carry on for the duration of the Term, during which Party A and Party B shall perform all of their obligations under this Agreement on and from the Commencement Date. This Agreement shall automatically renew after the Term unless either party gives not less than 1 month's prior written notice prior to the end of the Term that it does not wish to renew. Thereafter, the Agreement shall be renewed for successive 12-month terms unless either party gives not less than 1 month's prior written notice prior to the end of that term that it does not wish to renew.

2.2

ARTICLE 3: BRAND AND EXCLUSIVITY

3.1

Party B shall use the Products in all restaurants, breakfast, banqueting and commercial areas of the Hotel and shall not serve any other competing product and/or any coffee other than the Products within the Hotel.
Except as otherwise expressly agreed in writing by Party A in respect of a specified Order or Orders, the Products sold to Party B may only be resold to patrons of the Hotel for their personal consumption.

3.2

ARTICLE 4: ORDER AND RETENTION OF TITLE 4.1 By their entry into this Agreement, each of Party A and Party B agree that the terms of this Agreement are all of the terms and conditions under which the Products are to be supplied and shall prevail over any terms and conditions which Party B may stipulate, incorporate or refer to in writing or orally whether in a purchase order or otherwise, and shall prevail over any terms, conditions, warranties or representations which Party A or any employee, representative or agent of Party A may have stipulated, incorporated or referred to in relation to any previous order, in advertising or otherwise and whether in writing or orally. Accordingly Party B agrees that it will have no remedy against Party A in respect of any untrue statement made to it upon which it relied on entering any Contract (as defined below), subject to the provisions of this Agreement and except in the case of fraud, and that its only remedies against Party A will be for breach of contract. Party B's acceptance of the delivery of the Products shall be conclusive evidence of its acceptance of the provisions of this Agreement.
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4.2

4.3

4.4 4.5

The submission by Party B to Party A of any purchase order shall be deemed to be an offer by Party B to purchase from Party A the Products stated therein. A Contract is made only on the earlier of: (a) (b) when Party A despatches to Party B a Confirmation of Order (and in such case the Contract shall be on the terms set out in the Confirmation of Order); and the date on which the Products set out in the Confirmation of Order are despatched to the Party B.

4.6 4.7

Party A reserves the right to decline any Order from Party B for any reason whatsoever without incurring any liability to Party B of any description. Any time indicated for delivery (whether confirmed or not confirmed in writing or otherwise) is given by Party A as an estimate only and time shall not be of the essence of any Contract and shall not be made so by the service of any notice. Party A shall not be liable to make good any damage or loss whether arising directly or indirectly from any (i) delay in delivery; or (ii) delay in transit; or (iii) delay in despatch; or (iv) circumstances beyond the control of Party A; or (v) any other cause howsoever arising. Party B shall not be entitled to refuse to accept any Products because of late delivery. Party A shall be entitled to deliver the Products in instalments and to deliver a separate invoice in respect of each such instalment. Where Party A delivers the Products in instalments, the Contract shall be severable and each instalment shall be deemed to constitute a separate Contract. Risk and liability in respect of the Products shall pass to Party B on delivery in accordance with the provisions of this Agreement below but title to the Products shall not pass to Party B until payment in full to Party A in respect of all monies owed to Party A by Party B (including any interest or other payment due) whether due under the relevant Contract or any other Contract and whether or not such sums have become payable. If the sum paid by Party B is less than all the amounts then due to Party A by Party B, Party A shall (notwithstanding any direction to the contrary by Party B) apply that sum to amounts due in respect of Products which have at that time been re-sold or otherwise disposed of by Party B and subsequently shall apply any outstanding part of that sum to Products still in Party B's possession commencing with the Products with the earliest delivery date. Until payment of all monies owed by Party B has been made in full, Party B: (a) (b) (c) (d) shall have possession of the Products as bailee for Party A; shall not permit any charge or lien whatsoever to be created over the Products; shall store the Products in such a way as to enable them to be readily identified as the property of Party A; and shall keep proper and accurate records to enable Party A to distinguish Products for which payment has been made in full from those Products for which payment is outstanding.

4.8

4.9

4.10

4.11

4.12

Party A reserves the right to repossess any Products in respect of which payment is overdue and thereafter to re-sell the same and for this purpose Party B hereby grants an irrevocable right and licence to Party A's employees and representatives to enter upon all or any of its premises, including the Hotel, with or without vehicles at any time.

ARTICLE 5: DELIVERY 5.1 Party B shall accept delivery of the Products (i) within the period or on the date (if any) set out in the Confirmation of Order and such details as may be necessary (or required by Party
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A) to enable Party A to complete delivery within such period or on such date shall be supplied by Party B at the time of the Order; or (ii) otherwise upon delivery to the Hotel. 5.2 If Party B refuses or fails to take delivery of the Products, or fails to take any action necessary on its part for delivery, in each case within 14 days after notification from Party A that the Products are ready for delivery, Party A shall be entitled, without prejudice to any other rights or remedies that Party A may have, to terminate the relevant Contract with immediate effect, to dispose of the Products as it deems fit and to recover from Party B any loss and additional costs incurred as a result of such refusal or failure (including without limitation storage costs from the due date of delivery). Party A may postpone or cancel any delivery of the Products (whether of the whole quantity ordered or any part) until any amounts then due for payment by Party B to Party A or where applicable to its designated assignee or agent have been duly received as cleared funds by Party A or where appropriate by Party A's assignee or agent (designated in writing by Party A), whether such amounts be due under contract or otherwise howsoever but without prejudice to any other claim or remedy which Party A may have against Party B in respect thereof or in respect of the consequential non-completion of the Contract in respect of the Products. Party A may, in addition to any rights it may have under this Article and in its absolute discretion, require the full or partial payment of the Price and any other sums payable in respect of the Products prior to the delivery of the Products. Notwithstanding any other provision hereof, should the manufacture, supply, despatch or delivery of the whole or any part of the Products be interrupted or prevented or hindered by any cause or causes whatsoever beyond Party A's control (for which purpose without limitation strikes, lockouts, breakdown of machinery, terrorist activity, acts of war, flood, fire, failure of computer systems, failure or delay in delivery of goods and materials by third parties shall all be deemed beyond Party A's control), Party A shall be entitled to postpone or suspend any manufacture, supply, despatch or delivery or deliveries of the Products until (in Party A's judgement) such cause or causes has or have been remedied without prejudice to its rights to payment for any Products already delivered. Party A shall be under no liability whatsoever to Party B for any loss or damage thereby suffered directly or indirectly by Party B. Party A shall be under no liability whatsoever to Party B in the event that fewer Products are despatched by Party A than indicated in the relevant Order (Short Delivery) and notwithstanding any Short Delivery, Party A shall be entitled to be paid and Party B agrees to pay for the Products to the extent that they have been delivered. Non-receipt of the Products must be notified in writing to Party A within 7 days of the invoice date. Party A shall be under no liability whatsoever to Party B in respect of Products damaged when leaving Party A's warehouse, factory, supplier factory or supplier warehouse or damaged in transit unless: (a) (b) (c) 5.9 a claim is made in writing to and received by Party A within 7 days from the date of delivery; Party A is given an opportunity to inspect the Products in question and to verify the claim; and Party A subsequently accepts the claim in writing, such acceptance to be in Party A's discretion.

5.3

5.4

5.5

5.6

5.7 5.8

Party A shall be under no liability whatsoever to Party B in respect of Products defective in material or otherwise unless:

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(a) (b) (c)

a claim is made in writing to and received by Party A within 14 days from the date of delivery; Party A is given an opportunity to inspect the Products in question and to verify the claim; and Party A, acting reasonably, subsequently accepts the claim in writing.

ARTICLE 6: PARTY DEFAULT 6.1 In the event of any of the following: (a) (b) (c) (d) Party B fails to pay for the Products by the due date; Party B fails to pay any other amount due and payable to Party A; Party B fails to accept delivery of the Products; Party B makes any arrangement with or for the benefit of its creditors, any petition for the winding-up of Party B is passed or presented or (in the case of an individual or partnership) bankruptcy or similar proceedings are commenced or if a receiver, administrative receiver, administrator, manager or similar officer is appointed over the whole or any part of Party B's business; Party B suffers the levy of any execution or distress or similar proceedings on its property or assets; or Party B breaches any provision of this Agreement, then the provisions of this Article below shall apply. 6.2 Party A may treat the Contract as repudiated by Party B and may cancel and/or postpone any further delivery or deliveries thereunder without further notice or liability on its part and without prejudice to any claim or remedy available to Party A in respect of any loss or damage thereby suffered. All sums outstanding in respect of any Products supplied (whether or not such sums have become due for payment) shall immediately become payable.

(e) (f)

6.3

ARTICLE 7: ACCEPTANCE/ RETURN OF GOODS/ CANCELLATION 7.1 Party B shall be deemed to have accepted the Products 48 hours after delivery to Party B and after acceptance Party B shall not be entitled to reject any Products which are not in accordance with the Contract save that such time limit shall be extended to 7 days from the date of delivery in the case of damaged Products, 14 days from the date of delivery in the case of defective Products and 7 days from the date of invoice in the case of Products not received by the Customer. The Products may not be returned to Party A without the prior written consent of Party A and the issue in writing of an authorised returns number by Party A. Such returns shall be on terms to be determined by Party A in its absolute discretion. Where prior written consent and an authorised returns number has been given, notification of the Products being returned must be given in writing to Party A. The cost of carriage of Products to be returned to Party A by Party B and authorised by Party A in accordance with this clause shall be borne by Party A. In all cases where Products are returned without the prior written consent of Party A in accordance with this clause: (a) the costs of carriage shall be the sole responsibility of Party B regardless of whether such returns are subsequently accepted by Party A; and
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7.2

7.3

(b)

Party A reserves the right: (i) to refuse the return of such Products; and (ii) to request the payment of a handling charge equal to ten per cent. (10%) of the Price of such Products regardless of whether such returns are subsequently accepted by Party A.

7.4

Risk and liability in respect of any returned Products (whether such Products are returned with the prior written consent of Party A or otherwise) shall not pass to Party A until receipt of the Products by Party A. Party B is therefore strongly recommended to insure any such Products against loss or damage in transit. In all cases where Products are returned to Party A, Party A shall be entitled (even if consent has been given by Party A in accordance with this Article) to challenge the return of such Party A provided it does so within 30 days of the date when all such Products have been so returned and to the extent that any sums have been refunded by Party A to Party B in respect of such returns all sums refunded shall be repaid to Party A forthwith on demand. Where Party A accepts Products for return in accordance with this Article, property and ownership in such Products shall pass to Party A. Party A may in its sole discretion cancel the Contract at any time before the Products are delivered by giving written notice to Party B. After giving such notice Party A shall promptly repay to Party B any sums paid in respect of the Price. Party A shall not be liable for any loss or damage whatsoever arising from such cancellation. Party B shall not be entitled to cancel a Contract without the prior written consent of Party A.

7.5

7.6 7.7

7.8

ARTICLE 8: SPECIFICATION OF GOODS 8.1 Whilst Party A hereby warrants that the Products shall be of a quality and manufacture comparable to any samples thereof that may have been shown to Party B or may appear in its catalogues or advertisements, Party A reserves the right, in its absolute discretion, to alter the specifications of the Products from those so shown or appearing. Party A makes no warranties (express or implied) regarding, compliance of the Products with any treaty, statute, directive, regulation, decision, order or other law of, or having effect in, any jurisdiction.

8.2

ARTICLE 9: LIMITATION OF LIABILITY 9.1 It is agreed unless otherwise agreed in writing by Party A that this Agreement contains all the terms and conditions under which the Products are to be supplied by Party A and all warranties, conditions and terms whether express or implied by statute, common- law or otherwise (including but not limited to fitness for purpose) are hereby excluded to the extent permitted by law. In no event shall Party A be liable for: (a) (b) (c) (d) (e) (f) (g) loss of profits; loss of business; loss of revenue; loss of goodwill; loss of anticipated savings; any liability to third parties incurred by Party B; or any indirect or consequential loss or damage whatsoever and howsoever arising.

9.2

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9.3

The entire liability of Party A in respect of or in connection with the Products under or in connection with any Contract (save in the case of death and personal injury) shall be limited to the Price of the Products.

ARTICLE 10: SEVERANCE 10.1 If at any time any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not be in any way affected or impaired thereby. If any such provisions shall be found to be invalid or unenforceable but would be valid if some part thereof were deleted or the period or area of application reduced such provisions will apply with such modification or modifications as may be necessary to make them valid and effective.

10.2

ARTICLE 11: PAYMENT 11.1 All invoices issued by Party A shall be paid by Party B in full within the period and in the currency stated on the relevant invoice (irrespective of whether Party B has taken delivery of the Products or otherwise). In the event that Party A does not receive in Vietnam or at a designated Bank overseas (as specified on the invoice or as otherwise specified by Party A), as appropriate, payment of an invoice within such period and in such currency and whilst such invoice or any part thereof remains outstanding interest thereon will be payable by Party B to Party A or its assignee or agent as appropriate and calculated initially from the due date for payment of such invoice to the last day of that month and thereafter at the end of each calendar month in respect of that month at the monthly equivalent of the then prime rate quoted by The Development Bank of Singapore Ltd at the end of each such month increased by a further 3% per annum. Party B shall pay the interest upon demand by Party A. Party B shall reimburse Party A all costs and expenses (including, without limitation, legal costs on an indemnity basis) incurred in the collection of overdue payments. Party A may at its sole and absolute discretion and at any time before the Products under any Contract are delivered require Party B to pay the whole or part of the Price in advance. Party A is entitled to set-off against any sums due to Party B from Party A, any payment due to Party A in respect of the Products.

11.2

11.3 11.4 11.5

ARTICLE 12: INTELLECTUAL PROPERTY 12.1 Party B recognises Party A's supplier's sole and exclusive right to the trademarks, designs, trade names, copyright and other intellectual property rights owned and/or used by Party A and other trade marks and trade names of Party A's supplier, such rights being defined as Illy Intellectual Property. Party B agrees that it will make no claim to or exercise any right, title or interest therein save making such use thereof as Party A may expressly authorise in writing for the purpose of the retail sale of the Products and then only on the terms of such authority. Party B will not advertise any matter containing Illy Intellectual Property without Party As prior written authority and then only on the terms of such authority. Party B will not promote, market, advertise and/or sell any Products by means of the Internet or on any other medium, telecommunication network, service or information service of any
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12.2

12.3

description except with the prior written consent of Party A and in the absence of such consent and for the avoidance of doubt any use of Illy Intellectual Property for such purposes is strictly prohibited. ARTICLE 13: REPUTATION 13.1 Party B shall not do or omit to do anything which might damage the reputation and/or goodwill of Party A and/or Party A's supplier or any Illy Intellectual Property and in particular shall follow all guidelines given by Party A in respect of the sale of the Products to consumers and the advertising and promotion of the Products.

ARTICLE 14: PROVISION OF INFORMATION 14.1 Party B shall provide such information as Party A may require in respect of the Products or otherwise, including without limitation its audited accounts or other information relating to its management or information relating to the resale of the Products, and shall forthwith on notice from Party A provide Party A and/or its representatives with access to any premises where the Products are stored and to any premises and computer systems where any Products and/or records in whatever form relating to the Products, including without limitation the purchase and resale of the Products, are or may be kept.

ARTICLE 15: LIEN 15.1 In addition to any right of lien to which Party A may be entitled Party A shall (in the event that Party B shall commit any act of bankruptcy or insolvency (including without limitation liquidation, receivership or administration)) be entitled to a general lien on all Products of Party B in Party As possession (although such Products or some of them may have been paid for) in respect of the unpaid Price of any Products sold and delivered to Party B by Party A.

ARTICLE 16: AMENDMENTS 16.1 No alteration, waiver or modification of this Agreement or any Contract between Party A and Party B shall be binding on Party A unless made in writing and signed by a Director of Party A. Any authorisation, approval or consent provided to Party B by Party A shall only be binding upon Party A if it is given in writing by a duly authorised employee of Party A.

16.2

ARTICLE 17: BRANDING 17.1 Party B acknowledges that the Illy brand is a luxury brand with a prestigious image and reputation and that Party A selects its customers according to criteria so that the Illy brand image is maintained and enhanced. Party B therefore acknowledges the continuing importance of the criteria and agrees that it will comply with such criteria at all times and will carry out all directions and requests of Party A issued to Party B from time to time to ensure compliance with such criteria and the maintenance and enhancement of the reputation of the Illy brand.

ARTICLE 18: GENERAL PROVISION 18.1 Any amendment or addition to this contract must be agreed by both parties in writing. If any dispute arises between the two parties, they will attempt to resolve it first by negotiation. If
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the dispute has not been resolved by negotiation within 7 days of a notice of dispute being served on either party by the other, then either party may commence proceedings before the Economic Court of Ho Chi Minh City. 18.2 This Agreement shall be governed by, and construed in accordance with, the laws of Vietnam.

ARTICLE 19: TECHNICAL SUPPORT 19.1 Party A will provide reasonable after sales service for all the purchased and loaned coffee machines as it may agree with Party B from time to time, subject always to reimbursement by Party B to Party A of its expenses for travel and accommodation, bearing in mind the location of Party B's premises where the machines are located relative to Party A's offices.

ARTICLE 20: TRAINING SUPPORT 20.1 Party A will provide 4 barista training sessions during the course of this Agreement. Further training may be provided subject to agreement between Party A and Party B on scheduling, training fees, and disbursements for accommodation, transport and meals for Party A's trainers.

ARTICLE 21: MARKETING SUPPORT 21.1 Party A will provide such further marketing support to Party B as they may agree from time to time.

This Agreement is made in 4 (four) originals in English and 4 (four) originals in Vietnamese, both versions having the same value. Each Party shall keep 2 (two) originals in English and 2 (two) originals in Vietnamese. The Vietnamese version shall prevail in the events of any inconsistency between the two language versions.

PARTY A

PARTY B

General Manager

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APPENDIX I

1. 2.

Products Price and Currency of Payment Term of Agreement Commencement Date Expiry Date Hotel

3. 4. 5. 6.

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APPENDIX II Details of Parties Party A Name: Address: 3 rd Fl, Opera View Building, 161 Dong Khoi St., Dist 1, HCM City VAT No: 0302826071 Bank information Account No. VND: USD: SWIFT TECHCOMBANK HCM City Brand-VietNam Adress: 6 Nguyen Thi Minh Khai St., Da Kao Ward, District 1, HCMC, VietNam

Party B Name: _________________________, a company/business organisation registered in Vietnam with its registered office at: __________________________________________________________, Vietnam. Business registration no: Telephone no: Fax No. Represented by: Position: I.D Card No: Bank account details: Name and branch of bank: Account no: VAT registration no:

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