Agent Distribution Agreement (Liquid Products)

SIHI Pumps, Inc.

303 Industrial Dr., P.O. Box 460, Grand Island, NY, 14072

Phone: (716) 773-6450 Fax: (716) 773-2330

AGENT DISTRIBUTION AGREEMENT (LIQUID PRODUCTS)

THIS AGENT DISTRIBUTION AGREEMENT IS MADE BETWEEN SIHI PUMPS, INC., 303 INDUSTRIAL DR., GRAND ISLAND, NY, 14072 (SUPPLIER), AND TOSL ENGINEERING LIMITED, 8- 10 MAHARAJ AVENUE, MARABELLA, TRINIDAD, W.I. (AGENT). WHEREAS THE SUPPLIER WISHES TO MARKET PRODUCTS DESCRIBED IN SCHEDULE A (THE PRODUCTS) THROUGH THE AGENT FOR THE MARKETS DESCRIBED IN SCHEDULE B (THE MARKETS). FOR THE PURPOSES OF THIS AGREEMENT, AN AGENT IS DEFINED AS EITHER A DISTRIBUTOR OR A REPRESENTATIVE. SCHEDULE A (THE PRODUCTS) INDICATES THE APPROPRIATE DISTRIBUTION CATEGORY (DISTRIBUTOR - BUY & RESELL BASIS OR REPRESENTATIVE - COMMISSION BASIS) FOR EACH PRODUCT AND APPLICABLE MARKET. IT IS AGREED AS FOLLOWS:

1.0  AGENT ACTING AS A DISTRIBUTOR (BUY & RESELL BASIS):

1.1  DISTRIBUTION RIGHTS:

1.1.1  The Agent shall use its best efforts to develop a market for, and sell the Products as described in Schedule A. At the time of order placement, the Agent shall provide the name, address and SIC Code of each Customer (and other information relating to the Customer reasonably requested by Supplier) to which products were sold.

1.1.2  The Supplier hereby appoints the Agent to sell the Products as described in Schedule A, within the Primary Area described in Schedule D.

1.1.3  The Agent shall have full responsibility for all of its sales, billing its customers and collecting its accounts.

1.1.4  The Agent will remit to the Supplier pursuant to this Agreement without regard to its collections from its customers.

1.1.5  The Agent may describe itself as an authorized Distributor of the Supplier, but shall not characterize itself, or enter into any transaction in the name of the Supplier.

1.1.6  Unless otherwise agreed by the supplier in writing, all projects involving a Consulting Engineering Firm will be handled as a Representative (commission basis).

1.2  PRODUCT PRICES:

1.2.1  The Supplier shall sell its Products to the Agent at a price determined by applying the applicable discount rate as specified in the current Distributor Discount Schedule to the price specified in the retail price list. Discounts for some products are published in the product price list. Prices and discounts may be amended by the Supplier from time to time.

1.2.2  For Products not listed in the retail price list, Supplier shall (at Agent’s request) advise Agent of the recommended list price and discount.

1.2.3  The Agent shall pay the Supplier for the Products subject to the terms and conditions listed in Schedule G.

1.2.4  The terms and conditions set forth in Schedule G shall be applicable to all orders placed by the Agent hereunder.

1.3  SECURITY:

1.3.1  The Agent hereby grants to the Supplier a purchase money security interest in any and all Products provided to the Agent by the Supplier and authorizes Supplier as Agent to sign and record any documents necessary to perfect that security interest.

1.4  INSURANCE:

1.4.1  Agent agrees to maintain liability insurance, including product liability, with minimum limits of $1,000,000 per person and $2,000,000 per occurrence for bodily injury or death and $500,000 per occurrence for property damage.

1.4.2  Agent shall furnish Supplier with a certificate of insurance showing this coverage, naming Supplier as an additional insured.

2.0  AGENT ACTING AS A REPRESENTATIVE (COMMISSION BASIS):

2.1  DISTRIBUTION RIGHTS:

2.1.1  The Agent shall use its best efforts to develop a market for, and sell the Products as described in Schedule A.

2.1.2  The Supplier hereby appoints the Agent to sell the Products, as described in Schedule A, within the Primary Area described in Schedule D.

2.1.3  The Supplier shall have full responsibility for all of its sales, billing its customers and collecting its accounts.

2.1.4  The Supplier will remit commission to the Agent pursuant to this Agreement upon collection from its customers. Commission shall be computed on the net amount of the Supplier’s invoice to the Purchaser, after deducting all sales taxes, trade discounts, rebates, returns, allowances, insurance, transportation charges, attorney and legal fees, as well as costs of collection.

2.1.5  The Agent may describe itself as an authorized Representative of the Supplier, but shall not characterize itself, or enter into any transaction in the name of the Supplier.

2.2  PRODUCT PRICES:

2.2.1  The Agent shall sell the Supplier’s Products at a price determined by the retail price list, as amended by the Supplier from time to time. The Agent Commission shall be determined from the Published Representative Commission Schedule or published price list.

2.2.2  For Products not listed in the retail price list, Supplier shall (at Agent’s request) advise Agent of the recommended list price and commission

2.2.3  The Agent commission for products sold above or below the Supplier’s recommended list price shall be adjusted in accordance with the Published Representative Commission Schedule.

2.2.4  In the event of retention or withholding of payment from the Purchaser, commission payments to Agent(s) shall be proportionately reduced based on the percentage of payment received. Notwithstanding, at the sole discretion of the Supplier, commission payment to the Agent may be withheld - in whole or in part - pending receipt of payment in full from the Purchaser.

2.2.5  The Agent shall sell the Products subject to the terms and conditions listed in Schedule G.

2.3  COMMISSION SPLITS:

2.3.1  Commission splits with respect to Agent commissions on Custom Packages and other Supplier products sold on a Representative basis (i.e., Supplier takes the billing and pays the Representative a commission) shall be paid in accordance with Schedule E. Notwithstanding any other provision of this Agreement, the Supplier’s determination of a commission split, after its consideration of the factors set forth in Schedule E, shall be final and binding on the Agent.

3.0  GLOBAL AND DIRECT ACCOUNTS:

3.1  Schedule C lists Global and Direct Accounts and determines if the account shall be managed as a direct Supplier account on a representative basis.

3.2  In addition to the global and direct accounts set forth on Schedule C, the Supplier reserves the right to sell to the United States government; national buyers, engineering contractors, public utility companies and their contractors; political divisions or their contractors engaged in construction of public works; original equipment manufacturers, packagers and/or house accounts in the Primary Area described in Schedule D.

4.0  ADVERTISING AND INFORMATIONAL MATERIALS:

4.1  The Supplier shall furnish the Agent with reasonable quantities of catalogues, retail price lists, Distributor discount and Representative commission schedules, all of which are subject to change by the Supplier from time to time.

5.0  CONFIDENTIALITY:

5.1  The Agent shall comply with the Policy in Schedule F.

6.0  NO COMPETING PRODUCTS:

6.1  Unless otherwise agreed by the supplier in writing, the Agent shall not sell, or in any way assist anyone else to sell, any products that compete with the Products of the Supplier.

7.0 WEB PAGES / TERMS OF USE / TERMS OF TRADE:

7.1 The Supplier is actively moving towards the use of Internet based on-line transactions to support Agents and to transact business.

7.2 As new functionality is released to increase the scope of on-line services supplied, the Supplier will encourage its Agents to convert to these new services as their preferred way of doing business

7.3 Terms of Use and Terms of Trade for the Suppliers web based initiatives will be contained online and Supplier will reserve the right to modify, amend or replace such Terms of Use and Terms of Trade from time to time in Supplier’s sole discretion. The Web Store Terms of Use and Terms of Trade are in addition of this agreement.

8.0 SALES GOALS:

8.1 The Agent agrees to accept annual sales goals for its territory and will review the results with Supplier on a quarterly basis.

9.0 AFTER SALES SUPPORT

9.1 Each Agent is expected to provide post sales support to customers within their primary area including, but not limited to, start-up assistance for Suppliers product shipped into their primary area.

10.0 TERM OF AGREEMENT:

10.1 This Agreement shall commence on the date on which this Agreement is signed and dated by both parties and shall continue for an original term of one year, unless terminated earlier by either party. This Agreement shall automatically be renewed for successive one year terms unless either party provides a 30 day written notice of their intention not to renew the agreement.

11.0 TERMINATION OF AGREEMENT:

11.1 This agreement may be terminated by either party with 30 days written notice.

11.2 Should the Supplier terminate this agreement, the Supplier will purchase the inventory provided the Supplier determines the products are unused, in excellent condition and have not become obsolete. Should the Agent terminate the agreement, it is the Supplier’s option to purchase the inventory.

11.3 Should an Agent acquire a competitive line of equipment, the Supplier may terminate this Agreement immediately.

11.4 On termination of this agreement, the Agent shall immediately cease to describe itself as an authorized Agent of the Supplier. All advertising and informational materials must be returned to the Supplier immediately upon termination.

12.0 OEM BUSINESS

12.1 Unless otherwise agreed in writing, all OEM Business will be handled on a Representative basis.

EACH OF THE ATTACHED SCHEDULES A THROUGH G IS HEREBY INCORPORATED INTO THIS AGREEMENT AND IS AN INTEGRAL PART HEREOF.

THIS IS THE ENTIRE AGREEMENT BETWEEN THE TWO PARTIES RELATING TO THIS SUBJECT MATTER AND IT CANNOT BE AMENDED EXCEPT IN WRITING BY BOTH PARTIES.

THIS AGREEMENT MUST BE SIGNED AND RETURNED 30 DAYS FROM NOTICE OF WEBSITE POSTING.

Agent: / SUPPLIER:
Name Shazan Ali / Name Michael J. Pastore
The individual checking this box and accepting this Agreement on behalf of the Agent acknowledges that he/she is duly authorized to enter into this Agreement on behalf of the Agent. / The individual checking this box and accepting this Agreement on behalf of the Supplier acknowledges that he/she is duly authorized to enter into this Agreement on behalf of the Supplier.
Signature Shazan Ali / Signature
By checking this box (signer) acknowledges that the above signature expresses (signer's) approval or authorization of this agreement in its entirety, and (signer's) intention that it have legal effect. / By checking this box (signer) acknowledges that the above signature expresses (signer's) approval or authorization of this agreement in its entirety, and (signer's) intention that it have legal effect.
Title Chief Executive Officer / Title Vice President, Sales and Marketing
Company: TOSL Engineering Limited / Company SIHI Pumps, Inc.
Date: February 28th 2009. / Date

SCHEDULE A (THE PRODUCTS)

Liquid Products & Markets
Product Description / Markets
(Refer to Schedule B) / Type of
Distribution
1 / 2 / 3 / 4 / 5 / 6 / 7
Side Channel Pumps AOH, AKH, AEH & CEH Series / NE / NE / NE / NE / NE / NE / NE / Distributor
Thermal Fluid & Hot Water Pumps Z Series / NE / NE / NE / NE / NE / NE / NE / Distributor
Multi-Stage Diffuser Type Centrifugal MSL & MSM Series / NE / NE / NE / NE / NE / NE / NE / Distributor
Service & Repair (Note 1) / NE / NE / NE / NE / NE / NE / NE / Representative
Draft Tube Sludge Mixers MFS Series / NA / NA / NA / NA / NA / NA / NA / Direct
Other ______
Refrigeration Pump Market
Low NPSH Side Channel Pumps CEH Series / NE / NE / NE / NE / NE / NE / NE / Distributor
Other ______
Note 1 All service & repair are handled on a Representative (commission) basis
CODES
E / Exclusive
NE / Non Exclusive
NA / Not Applicable

SCHEDULE B (THE MARKETS)

Market Definitions

Market 1 - Agriculture Pumps and packages for farming and general agricultural use. Including, but not limited to: fruits, vegetables, grains, livestock, eggs, poultry and milk production. Also, forestry and timber farming; fish hatcheries and fish farming. Pumps and Packages used for farm water supply; irrigation, including golf courses and turf farms.

Market 2 - General Industrial Pumps and packages for production facilities and manufacturing buildings. Including, but not limited to: mining, coal and ore production, primary metals, lumber, wood products, and paper converting (envelopes, cartons, napkins, etc.), rubber and plastic products, air reduction products, manufacturing, castings, forging, machining and fabricating. Excludes office buildings and systems installed primarily for the comfort of people.

Market 3 - Process Pumps and packages for production facilities and manufacturing buildings. Including: petroleum production and refining; gas production; petrochemical and chemical process plants; food and allied products; pharmaceuticals; consulting engineers and construction companies. Excludes paper and allied products. Excludes office buildings and systems installed primarily for the comfort of people.

Market 4 - Pulp and Paper Pumps and packages for the paper and allied products process. Including: consulting engineers and construction companies.

Market 5 - Electronics Pumps and packages used in semiconductor and related devices production facilities and manufacturing buildings. Including, but not limited to: chip production, central process vacuum, water treatment and clean room. Also, consulting engineers and construction companies.

Market 6 - Power Includes pumps and packages for federal, state, county or city government; and publicly or privately owned plants generating electric power for distribution to subscribers. Includes power production plant buildings; consulting engineers and construction companies. Excludes office buildings and systems installed primarily for the comfort of people.

Market 7 - Municipal Includes pumps and packages for federal, provincial or municipal government; and publicly or privately owned facilities for processing water for distribution; processing water for pre-use treatment or desalinization; processing water for pollution control, including secondary and tertiary treatment. Includes water treatment or pumping plant buildings. Excludes office buildings and systems installed primarily for the comfort of people.

SCHEDULE C (GLOBAL AND DIRECT ACCOUNTS)