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DISTRIBUTION AGREEMENT

This Distribution Agreement ("Agreement") is entered into as of the _____ day of __________, 20____ (the "Effective Date"), by and between GlobalGadgets Retail, a corporation duly organized and existing under the laws of the United States and having its principal place of business at ________________________ ("GlobalGadgets") and Homenick Inc., a corporation duly organized and existing under the laws of the United States and having its principal place of business at ________________________ ("Distributor").

1. DEFINITIONS

1.1. "Products"

Products shall mean any and all items, goods, and accessories currently offered for sale or which may be offered for sale in the future by GlobalGadgets and included within the scope of this Agreement.

1.2. "Territory"

Territory shall mean the areas specified in Exhibit A attached hereto and forms an integral part of this Agreement. The Territory may be amended from time to time by mutual written agreement between the Parties.

2. APPOINTMENT AND SCOPE

2.1. Non-Exclusive Appointment

GlobalGadgets hereby appoints Distributor, and Distributor accepts such appointment, as a non-exclusive distributor of the Products within the Territory throughout the term of this Agreement.

2.2. Responsibilities

Distributor shall use its best efforts to promote, market, sell, distribute and service the Products in the Territory in compliance with the terms and conditions of this Agreement, the marketing and sales guidelines of GlobalGadgets, and all applicable laws and regulations of the Territory.

2.3. Sales Targets

Distributor shall be responsible for achieving the sales targets set forth in Exhibit B attached hereto. The sales targets may be modified from time to time by mutual written agreement between the Parties.

3. PRICING AND ORDERS

3.1. Prices

GlobalGadgets shall provide the Distributor with a schedule of its current prices for the Products. GlobalGadgets reserves the right to change its prices upon thirty (30) days' written notice to the Distributor.

3.2. Orders

All orders for the Products shall be submitted in writing by the Distributor to GlobalGadgets. GlobalGadgets reserves the right to accept or reject any order in its sole discretion.

3.3. Payment Terms

Unless otherwise agreed in writing, payment for the Products shall be due within thirty (30) days from the date of GlobalGadgets' invoice. However, GlobalGadgets may require prepayment for the Products or may change the Distributor's payment terms in its sole discretion.

4. INTELLECTUAL PROPERTY

4.1. Ownership

All trademarks, trade names, logos, patents, copyrights, and other intellectual property rights related to the Products shall remain the sole and exclusive property of GlobalGadgets or its licensors.

4.2. License

GlobalGadgets hereby grants to Distributor a non-exclusive, non-transferable, non-sublicensable, and revocable license to use GlobalGadgets' trademarks, trade names, and logos solely in connection with the distribution of the Products in the Territory during the term of this Agreement.

4.3. Protection

Distributor shall not, and shall not permit any third party to, alter, modify, reverse engineer, disassemble, create derivative works from, or otherwise attempt to derive the composition or source code of the Products. Distributor shall promptly inform GlobalGadgets of any infringement or unauthorized use of GlobalGadgets' intellectual property rights of which it becomes aware in the Territory.

5. TERMINATION

5.1. Termination for Convenience

Either Party may terminate this Agreement without cause upon sixty (60) days' written notice to the other Party.

5.2. Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if (i) the other Party breaches any material term or condition of this Agreement (ii) the other Party becomes insolvent or (iii) the other Party ceases to carry on business.

5.3. Return of Products

Upon termination of this Agreement for any reason, Distributor shall have the right to return to GlobalGadgets any unsold Products in its inventory for a refund equal to the purchase price paid by the Distributor.

6. GOVERNING LAW

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of the United States.

7. MISCELLANEOUS

7.1. Entire Agreement

This Agreement, together with its Exhibits, contains the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements.

7.2. Amendment

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

7.3. No Waiver

No waiver of any rights under this Agreement shall be effective unless in writing and signed by the Party waiving such rights.

7.4. Assignment

Distributor may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of GlobalGadgets.

7.5. Notices

All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three (3) days after being sent by prepaid certified or registered mail, or by a recognized courier or delivery service, to the addresses set forth in the preamble of this Agreement (or to such other address as a Party may designate by notice).

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

GlobalGadgets Retail: Homenick Inc.:

_________________________ _________________________
By: By:
Name: Name:
Title: Title:

Exhibit A – Territory
Exhibit B – Sales Targets