#4500
@001 Please enter the name of the MANUFACTURER:
@002 Please enter the name of the DISTRIBUTOR:
@450 Enter the type of merchandise/services to be distributed:
@452/@452/@452 Initial stock will be paid for:
30 day terms
cash on delivery
KEY IN VALUE
#4501/#4502 The agreement will be:
exclusive within a specified area
non-exclusive
#if#4501
@453/@453/@453 Enter the area for the distributorship:
The United States and Canada
Worldwide
KEY IN VALUE
#endif
#if#4502
@454/@454/@454 Enter the area for the distributorship:
The United States and Canada
Worldwide
KEY IN VALUE
#endif
#4503/#4504/#4505 Warranty Service/Support will be provided by:
The DISTRIBUTOR
The MANUFACTURER
Both
#if#4503
@455/@455/@455 Service will be reimbursed:
distributor's cost plus 15% overhead
under schedules to be published by manufacturer
KEY IN VALUE
#endif
#if#4505
@457 Enter type of service to be provided by DISTRIBUTOR:
@458/@458/@458 Service will be reimbursed:
distributor's cost plus 15% overhead
under schedules to be published by manufacturer
KEY IN VALUE
@459 Enter service to be provided by the MANUFACTURER:
#endif
#4506
#4507/#4508 The distributorship will be renewed:
Upon meeting sales quotas
Optionally at the end of each period
#if#4507
@460/@460/@460 Enter the initial term of the DISTRIBUTORSHIP in months:
6
12
KEY IN VALUE
@461 Enter number of days for notice of non-renewal:
@462 Enter number of days for termination for cause:
#endif
#if#4508
@463/@463/@463 Enter the initial term of the DISTRIBUTORSHIP in months:
6
12
KEY IN VALUE
!464 Enter sales quota for renewal:
@465 Enter number of days for termination for cause:
#endif
#4509 Do you desire an arbitration clause?
#4510 Do you desire a non-compete after termination?
#if#4510
@466/@466/@466 Enter length of time for non-compete in days:
90
180
KEY IN VALUE
@467/@467/@467 The geographic area for the non-compete is:
The United States and Canada
Worldwide
KEY IN VALUE
#endif
#4511 Will DISTRIBUTOR be barred from representing competitors?
#4512
#end control section
#4500
/* Para. 4500: Distributorship */

                   DISTRIBUTORSHIP AGREEMENT


@001, referred to as MANUFACTURER, and @002, referred to as
DISTRIBUTOR, agree:


MANUFACTURER produces products in the following areas:


@450


DISTRIBUTOR shall purchase an initial inventory from MANUFACTURER
as described in the attached Exhibit "A."


The initial inventory shall be paid for on the following terms:


@452


#4501
/* Para. 4501: Exclusivity */


The DISTRIBUTOR shall have the exclusive right to sell the
products of MANUFACTURER in the following geographic area:


@453


MANUFACTURER shall refer all sales prospects and orders it
receives that are within the DISTRIBUTORS exclusive area to
DISTRIBUTOR.
#4502
/* Para. 4502: Non-exclusive */


The DISTRIBUTOR shall have the non-exclusive right to sell the
products of MANUFACTURER in the following geographic area:


@454


MANUFACTURER may from time to time appoint other distributors if
it so desires.

#4503
/* Para. 4503.arm: Support required to be provided */


DISTRIBUTOR shall maintain adequate facilities to provide after
sale service to the purchasers of the products sold. This shall
include a requirement to provide adequate staff and maintain an
inventory of replacement parts.


Service within any warranty provided by MANUFACTURER shall be
reimbursed to DISTRIBUTOR at:

@455


MANUFACTURER, shall in its discretion determine if service is
within warranty or not, and shall accordingly reimburse the
DISTRIBUTOR.


#4504
/* Para. 4504: Provided by the manufacturer */


Service within any warranty provided by MANUFACTURER shall be
provided to customers by the MANUFACTURER. DISTRIBUTOR shall
refer all customers requiring service to MANUFACTURER.

#4505
/* Para. 4505: Service by both */


DISTRIBUTOR shall maintain adequate facilities to provide after
sale service to the purchasers of the products sold in regard to
the following types of service:


@457


As to the service to be provided by the DISTRIBUTOR, the
DISTRIBUTOR shall provide adequate staff and maintain an
inventory of replacement parts.


Service within any warranty provided by MANUFACTURER shall be
reimbursed to DISTRIBUTOR at:

@458


MANUFACTURER, shall in its discretion determine if service is
within warranty or not, and shall accordingly reimburse the
DISTRIBUTOR.


MANUFACTURER shall provide the following service:


@459


As to such service, the DISTRIBUTOR shall refer the same to
MANUFACTURER.

#4506
/* Para. 4506: Approval of advertiser */


The DISTRIBUTOR shall either user advertising materials prepared
by the MANUFACTURER or shall submit the same for prior approval
to the MANUFACTURER.


DISTRIBUTOR shall take all reasonable steps to protect the
trademarks and other intellectual property rights of the
MANUFACTURER.


#4507
/* Para. 4507: Optional renewal */


The initial term of this distributorship shall be @460 months.


The distributorship shall be renewed at the termination of each
period, unless @461 days notice are given of non-renewal.


The MANUFACTURER may cancel the agreement for cause upon @462
days notice to DISTRIBUTOR.


Upon termination of the agreement, the MANUFACTURER shall have
the first option to purchase the remaining inventory of
DISTRIBUTOR at cost. In addition, DISTRIBUTOR shall cease to use
any tradenames, trademarks, or promotional items provided by
MANUFACTURER.

#4508
/* Para. 4508: Renewal on quota*/


The initial term of this distributorship shall be @463 months.


The distributorship shall be renewed at the termination of each
period automatically provided that in the preceding period $ @464
(!464 dollars) of inventory was purchased by the DISTRIBUTOR.


The MANUFACTURER may cancel the agreement for cause upon @465
days notice to DISTRIBUTOR.


Upon termination of the agreement, the MANUFACTURER shall have
the first option to purchase the remaining inventory of
DISTRIBUTOR at cost. In addition, DISTRIBUTOR shall cease to use
any tradenames, trademarks, or promotional items provided by
MANUFACTURER.


#4509
/* Para. 4509: Disputes to be arbitrated */


Any disputes arising out of this agreement shall be arbitrated
under the rules established by the American Arbitration
Association before a single arbiter. The decision of the arbiter
shall be final and may be entered as a judgment by either party
in any competent court of law.

#4510
/* Para. 4510: non-compete after termination */


The distributor shall not distribute or represent any direct
competitor of the MANUFACTURER for a period of @466 days after
termination of this agreement @467.

#4511
/* Para 4511: No competing lines */


DISTRIBUTOR shall not sell products manufactured by any direct
competitor to MANUFACTURER without prior written authority from
MANUFACTURER.

#4512
/* Para 4512: End of it all thank the powers that be */


Dated: ___________________________





_______________________________________________

@001







______________________________________________

@002