REPRESENTATION/MANAGEMENT/DISTRIBUTION/AGENT AGREEMENT 1. IN CONSIDERATION FOR THE REPRESENTATION/DISTRIBUTION/AGENT ARANGEMENT SERVICES RENDERED BY ROGER J. MEALEY, JR., P.O. BOX 3392, PALM BEACH, FLORIDA 33480 ,TO BE KNOWN HENCE FORTH AS DISTRIBUTOR, CONSULTANT, THE FIRM (YOUR FIRM) AUTHORIZES ROGER J. MEALEY,JR. TO SELL, PROMOTE AND REPRESENT (YOUR FIRM) IN THE SALE OF ITS PRODUCTS AND SERVICES BY VARIOUS MEANS INCLUDING THE MAINTENANCE AND OPERATION OF A WEB CATALOGUE ON THE INTERNET TO ALL POTENTIAL BUYERS GLOBALLY. ROGER J. MEALEY, JR. WILL BE ACTING AS AN DULY AUTHORIZED AGENT ON BEHALF OF (YOUR FIRM)., AS PER THIS AGREEMENT. 2. (YOUR FIRM). WILL PROVIDE SALES MATERIALS,PRICING,EQUIPMENT SAMPLES (DEMOS), SPECIFICATIONS, USE OF LOGOS, GRAPHICS FOR USE IN ADVERTISING, TRADE SHOWS, EXPOSITIONS AND ON THE WEB. (YOUR FIRM). AGREES TO PROVIDE INSTRUCTIONAL AND INFORMATIONAL MATERIALS SO THAT THE DISTRIBUTOR/AGENT IS KEPT WELL INFORMED OF ALL PRODUCTS AND SERVICES AVAILABLE FOR MERCHANDISING. (YOUR FIRM).,WILL INSURE THE TIMELINESS OF PRODUCTIVITY AND DELIVERY FOR CONTRACTED PURCHASES. IF THE DISTRIBUTOR IS FACED WITH LEGAL ACTIONS FOR NON DELIVERY OR NON COMPLIANCE AS PROMISED BY (YOUR FIRM). (EXCLUDING ACTS OF GOD, FORCE MAJEURE) SAID FIRM WILL COVER THE COSTS , PENALTIES INCURRED AND IMPOSED UPON THE DISTRIBUTOR, WHO WILL NOT BE HELD RESPONSIBLE FOR SUCH A BREACH. 3. (YOUR FIRM). AGREES AND WARRANTS THAT FOR THESE SERVICES BY ROGER J. MEALEY, JR., A 12% COMMISSION WILL BE PAID ON ALL SUCCESSFUL SALES GENERATED WITH 2% OF SAME TO BE USED FOR FUNDING OF ADVERTISING, CUSTOMER SERVICES RETURN OF MERCHANDISE. THIS SHALL BE IRREVOCABLE AND UNCONDITIONAL AND SHALL BE IMMEDIATELY EFFECTIVE UPON THE EXECUTION AND DELIVERY OF THIS SIGNED AGREEMENT. 4. (YOUR FIRM)., AGREES TO PROTECT THE DISTRIBUTORS CLIENT BASE AND WILL PROTECT SAME AGAINST SHADOW DISTRIBUTION TECHNIQUES. ROGER J. MEALEY, JR. WILL BE AUTHORIZED SPECIFICALLY TO SELL WITHIN THE CONTINENTAL USA, CANADA, MEXICO, SOUTH AMERICA, CENTRAL AMERICA , THE CARIBBEAN AND NOT RESTRICTED IN ITS SALES TO OTHER TERRITORIES OUTSIDE THE PREVIOUSLY MENTIONED OR VIA THE INTERNET GLOBALLY. THE COMMISSION PAYMENTS SHALL BE MADE MONTHLY VIA DIRECT DEPOSIT TO THE DISTRIBUTORS DESIGNATED USA BANK . 5. A SIGNED COPY OF THIS AGREEMENT SHALL ACT AS AN ORIGINAL BY THE CONSENT OF THE PARTIES SIGNED HEREON. COPIES INCLUDE, BUT NOT LIMITED TO FASCIMILIES AND ELECTRONIC MAIL DOCUMENTS. 6. THIS AGREEMENT COVERS THE INITIAL TRANSACTIONS AND ANY ADDITIONS OR NEW TRANSACTIONS INVOLVING THE SAME PARTIES OR THEIR AGENTS, ASSOCIATES, TRANSFEREES, ASSIGNS OR DESIGNATES. (YOUR FIRM), AGREES TO COVER ALL THE ESTIMATED COSTS OF EXPENDITURES FOR MUTUALLY APPROVED TRADE SHOWS, EXPOSITIONS, IN ADVANCE UPON PRESENTATION OF ALL COST ESTIMATES FOR PARTICULAR TRADE SHOWS IN WHICH PARTICIPATION IS EXPECTED. (YOUR FIRM). WILL ADDITIONALLY PROVIDE AND COVER COSTS FOR ALL MATERIALS, EQUIPMENT, DEMO'S, TRAVEL,DISPLAY ARRANGEMENTS AND INCIDENTAL EXPENSES AS ITEMIZED IN INVOICED EXPENSE REPORTS FOR THE FIRST YEAR AND HALF OF OPERATIONS OR AS MUTUALLY MODIFIED WITHIN THE FIRST REVISION OF THIS AGREEMENT. TRADE SHOW ITINERARY WILL BE PRESENTED FOR APPROVAL AND THOSE IN WHICH THERE IS INTEREST IN PARTICIPATION WILL BE QUOTED SO FUNDS CAN BE MADE AVAILABLE. ALL EXPENSES RELATED TO THE EXPOSITIONS, TRADE SHOWS WILL BE DULY DOCUMENTED, IF ADVANCED FUNDS EXCEED COSTS, REIMBURSEMENT WILL BE EFFECTED OR MAINTAINED AS CREDIT TOWARDS NEXT OPERATION .STANDARD AUTO MILAGE USE WOULD APPLY IN EXPENSE REPORTS OF .29 CENTS A MILE WHEN PERSONAL TRANSPORTATION IS USED FOR SUCH PURPOSES. 7. ALL PARTIES AGREE THAT THE STANDARDS OF THE INTERNATIONAL CHAMBER OF COMMERCE REGARDING DISTRIBUTOR/REPRESENTATIVE AGREEMENTS SHALL AND DOES APPLY TO THIS TRANSACTION, AND ANY ADDITIONS, RENEWALS OR NEW TRANSACTION INVOLVING THE SAME PARTIES. ANY LEGAL ACTIONS OR DISPUTES WILL BE RESOLVED IN ACCORDANCE TO THE LAWS GOVERNING THE UNITED SATES OF AMERICA AND IN PARTICULAR THE COUNTY OF PALM BEACH, FLORIDA.UNDER NO CIRCUMSTANCES WILL THE DISTRIBUTOR, ROGER J. MEALEY, JR., BE HELD LIABLE OR ACCOUNTABLE FOR OBLIGATIONS, LEGAL LIABILITIES OR RESPONSIBILITIES DEEMED TO BE SOLELY THOSE OF (YOUR FIRM)., ORIGINATION, ITS FOUNDERS, OWNERS OR ITS OWN OPERATIONS. 8. LENGTH OF AGREEMENT SHALL BE FOR 5 YEARS AND RENEWABLE. THE AGREEMENT MAY BE TERMINATED BY A WRITTEN 90 DAY ADVANCED NOTIFICATION WITHOUT PREJUDICE. ALL PROPRIETARY MATERIALS, DOCUMENTATION AND DATA TO BE RETURNED TO ITS RESPECTIVE OWNERS. .2. TESTAMENT I, THE UNDERSIGNED , ATTEST UNDER PENALTIES OF PERJURY, THAT I AM DULY AUTHORIZED TO ACCEPT AND SIGN THIS IRREVOCABLE AGREEMENT WITH FULL CORPORATE AND LEGAL RESPONSIBILITY, AND I HEREBY APPOINT ROGER J. MEALEY, JR. AS DISTRIBUTOR/AGENT FOR (YOUR FIRM)., GIVING FULL AUTHORITY TO DIRECT DISBURSEMENTS OF THE HEREIN STATED . ADDITIONALLY I HEREBY STATE FULL AGREEMENT WITH ITS DIRECTIVES AND THE TERMS HEREIN STATED. AUTHORIZED SIGNATURE :_____________________________________________ DATE :_____________________________________________ TITLE :_____________DIRECTOR________________________ NAME : ROGER J. MEALEY, JR. FED TAX#/SS NUMBER : (to be provided) FIRM ADDRESS : PO BOX 3392 PALM BEACH, FLORIDA 33480 DBA AS : MEALEY'S USA DIRECT STATE OF : FLORIDA COUNTY OF : PALM BEACH FAX : 1 775 640 6558 EMAIL : RMEALEY@USA.NET SWORN TO AND SUBSCRIBED BEFORE ME THIS_______DAY OF_________________________________, 2002 (NOTARY SEAL) _____________________________________ Notary Public My Commisson Expires: .3. AUTHORIZED SIGNATURE :_____________________________________________ DATE :_____________________________________________ TITLE :_____________________________________________ NAME : FED TAX#/SS NUMBER : FIRM ADDRESS : DBA AS : (YOUR FIRM). STATE OF : COUNTY OF : FAX : EMAIL : SWORN TO AND SUBSCRIBED BEFORE ME THIS_______DAY OF_________________________________, 2002 (NOTARY SEAL) _____________________________________ Notary Public My Commisson Expires: