For the Supply of Alco-Sensor FST Instruments

Supply Agreement

For the supply of Alco-Sensor FST® Instruments

To the Direction General Gendarmerie

for Tender Closing March 24, 2015

(Reference Quote: XXX-XX-XXXXXX)

This Agreement, made this XXth day of XXX, 20XX by and between Intoximeters, Inc., a corporation duly organized under the laws of the State of Missouri and having it’s principal place of business at 2081 Craig Road, St. Louis, Missouri U.S.A. (hereinafter “Supplier”), and Pelimex S.A., a corporation duly organized under the laws of France and having its primary place of business at 10 rue du Commerce, BP 90007, Ingwiller F-67340, France (hereinafter “Distributor”) (individually a “Party” and collectively the “Parties”)

Supply

Supplier agrees to use its best efforts to supply Alco-Sensor FST® (FST) instruments and associated supplies per the terms of its quote XXX-XX-XXXXXX dated XXX XX, 20XX,or it’s superseding quotation document, for the Direction General Gendarmerie tender closing March 24, 2015.

Supplier will endeavor to supply up to XXXX FST instruments and associated supplies within a 7-month window of time. Intoximeters considers the starting date to be the date at which it receives an official purchase order from Distributor, including all necessary Letters of Credit documentation.

Distributor has the option of purchasing up to an additional XXXX “extra instruments” at the same prices, except that these will be sold as “Instruments Only” and will not include carrying cases or Alco-Sensor FST® consumables. The “extra instruments” sold under these conditions are to be used exclusively for the purpose of providing service support for the main group of up to XXXX instruments sold under this agreement.

Any instrument included in this supply will not be resold by Distributor without the express written permission of Supplier.

Resale Of Instruments In Case of Pre-mature Tender Termination

Should the Distributor be awarded the tender and the tender is cancelled with-in 24 months of the initial award date the Distributor may be allowed to resell a given number of instruments from the tender supply as determined by the Supplier.

Distributor must provide details to the Supplier of any loss associated with the tender and the supply of instruments on this agreement at the time of the tender cancellation. Supplier shall review the information to establish the number of, if any, instruments that may be resold by the Distributor.

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If allowed, revenue from the resale of any instruments will be applied as follows:

· Distributor is allowed a 25% Sales Administration Fee to be deducted from the sale of each instrument;

· Remaining revenue from the sale of each instrument is to be applied against the Distributor’s loss on the tender until such time that the full amount of the stated loss is recovered;

· Once the Distributor’s loss is recovered, or if the Distributor had no loss at the time the tender was cancelled, the remaining revenue from the sale of each instruments, after deduction of the Sales Administration Fee outlined above, is to be split 50-50 between the Distributor and Supplier.

Distributor is responsible to make sure that any instrument resold is in good working condition prior to delivery of the instrument to Distributor’s customer.

Distributor will advise Supplier of all sales and sales price for each instrument sold under this condition.

Terms

Instrument Sets

Supplier agrees to sell to Distributor by way of an irrevocable, confirmed letter of credit issued at the time of an official purchase order. Drawings against the letter of credit will be made XX-days after delivery of product to any port in France. Letters of Credit will allow for partial shipments and multiple drawings.

Additional Mouthpieces

Spares (Non-Warranty)

Purchase terms are by normal account terms.

Freight

If freight is being arranged by Supplier, Freight Insurance will be applied at a rate of $X.XX per $100.00 dollars value of the shipment.

Freight payments are by normal account terms unless they involve the supply of instruments or mouthpieces. When freight is due on orders involving instruments or mouthpieces payment shall be made against the Letter or Credit.

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Price Adjustments

Instruments

Pricing of Alco-Sensor FST® instruments shall remain fixed as per the above referenced quotation, or it’s superseding quotation document, for the duration of the tender and supply of the tender only.

Mouthpieces

Pricing of mouthpieces shall be adjusted on an annual basis using the following calculation:

P = (0.20 X P0) + (0.80 X P0(T/T0))

Where,

P = Revised Price

P0 = Original Price at time of tender submission

T = monthly index of production prices at time of annual price review

T0 = monthly index of production price at time of tender submission

The index factor is taken from the INSEE website (www.indices.insee.fr) with “T” referenced as 001652054 producer price index in industrial production sold in France – Market prices – CPF22 – Rubber and plastic products – Base 2010.

Pricing for mouthpieces will be rounded to three (3) places after the decimal point in US Dollars ($) {E.G. $0.000}

Spares (Non-Warranty)

Pricing of spare parts not covered under warranty are at standard distributor pricing from the Supplier at time of order.

Warranty

With the purchase of the Warranty Option, Supplier agrees to warrant the Alco-Sensor FST® instruments on a parts only basis for a period up to 48 months from time of shipment based on the use of the instrument solely for the tender conditions of the Direction General Gendarmerie. Furthermore, in the event that the tender supply is terminated by the Gendarmerie earlier than the 48 months stated in the tender documents the warranty shall cease at that time also.

If the Warranty Option is not purchased, Supplier agrees to warrant the Alco-Sensor FST® instruments on a parts only basis for a period up to 12 months from

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time of shipment based on the use of the instrument solely for the tender conditions of the Direction General Gendarmerie.

In either case, Supplier will supply parts as ordered by Distributor for the replacement of defective parts, or parts that fail due to normal wear and tear on the instruments. There is no provision in the warranty for any repair labor by either party. In addition warranty does not cover malicious acts or damage deemed beyond reasonable wear and tear.

All warranty parts orders from Distributor must include the serial number of the instrument the part is to be used in, and the return of all defective parts will be required.

Return Of Instruments (Buy Back Offer)

In the event that the Distributor’s customer stops the tender supply after a period of 24 months but before the natural end of the tender supply (48 months) Supplier at its sole discretion and option may repurchase (buy back) any or all associated instruments from Distributor at a price of $XX.XX per instrument. Distributor agrees to return all instruments requested by Supplier, regardless of repurchase payment decision.

In the event that the Distributor’s customer renews the associated contract through the full duration of the tender (48 Months or longer), Distributor agrees to return all instruments requested by Supplier in relation to the supply of the tender.

Distributor understands, and agrees that it will be Supplier’s sole decision as to whether or not instruments will be returned to Supplier, or what quantity will be allowed to be resold by Distributor in their assigned territory.

Conditions

The sale, warranty and all other conditions of Supplier’s offer to Distributor for the Direction General Gendarmerie tender are predicated on Distributor’s agreement to purchase a minimum of XXXX Alco-Sensor FST® mouthpieces per the terms of the quote from Supplier for each year the Direction General Gendarmerie elects to renew its agreement.

All other terms and conditions concerning this project are per the Standard Terms and Conditions of Intoximeters, Inc.

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Supplier accepts no responsibility other than that stated in this document.

The parties understand and agree to be bound by the terms described in this document.

By:______

Date: ______

William F. Haupert

Director, International Sales

Intoximeters, Inc.

By:______

Date: ______

Pierre Elefteriou

President, Director General

Pelimex S.A.