LICENSE AND DISTRIBUTION AGREEMENT
THIS LICENSE AND DISTRIBUTION AGREEMENT ("Agreement") is made and effective as of this 26th
day of August, 2003 ("Effective Date"), by and between Baywood International, Inc. a Nevada Corporation (the
"Company"), having an address at 14950 North 83rd Place, Suite 1, Scottsdale Arizona 85260, inclusive of its
affiliated companies, and Healthy International Ltd., a Hong Kong Company ("Distributor"), having an address at
Flat E-L, 23/F Superluck Industrial Centre, Phase 2, 57 Sha Tsui Road, Tsuen Wan N.T., Hong Kong, inclusive
of its affiliated companies, both collectively referred to as the "Parties".
A. WHEREAS, the Parties wish to define their rights and therefore enter into this Agreement that reflects all of
the rights of both Parties referred to as the Company and Distributor.
B. WHEREAS, The Company is in the business of developing, marketing and distributing its own brands of
proprietary nutraceuticals (the "Brands") in addition to the private label of such brands (the "Formulas"), both
collectively referred to as the "Products" as more fully defined in Exhibit "A", and desires to distribute those
C. WHEREAS, Distributor is in the business of distributing nutraceutical products.
D. WHEREAS, the Company desires to grant and Distributor desires to obtain the exclusive right to distribute
and sell the Products for the Company in certain Asian countries as more fully described in Exhibit "A" (the
"Territory"), upon and subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the covenants, agreements, warranties and representations contained
in this Agreement, and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties to this Agreement hereby agree as follows:
1. Grant of License. The Company hereby grants to Distributor a revocable, exclusive, non-transferable, royalty-
free license to use the Compa