UV
FLU TECHNOLOGIES, INC. (Company)

    Puravair
Distributors LLC ( Master Distributor)

    


    DISTRIBUTORSHIP
AREEMENT

    


    THIS DISTRIBUTORSHIP AGREEMENT
(the “AGREEMENT”) is entered into this 25th Day of November, 2009, by and
between UV FLU TECHNOLOGIES., a Nevada corporation with a sales location at 1694
Falmouth Rd #125, Centerville, MA 02632 (the “COMPANY”), and Puravair, LLC, a
Massachusetts LLC located at 653 Summer Street, Boston, Ma, 02210 (the
“DISTRIBUTOR”).  The COMPANY and DISTRIBUTOR may be referred to
hereinafter, together, as the “PARTIES” and individually as a
“PARTY”.

     

    WITNESSETH:

     

    WHEREAS,
COMPANY desires to appoint PURAVAIR as the exclusive MASTER DISTRIBUTOR for the
Viraguard UV-400, and any other products for the Professional, Medical, and
Commercial markets (see Schedule E) manufactured or marketed by the COMPANY
(“PRODUCTS”) anywhere within the United States and Canada (herein, the
“TERRITORY”), and DISTRIBUTOR wishes to obtain from COMPANY the exclusive right
to market and sell the PRODUCTS in the TERRITORY, on and subject to the terms
and conditions set forth herein;

     

    NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and
AGREEMENTS contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the PARTIES hereby
agree as follows:

     

    ARTICLE
I

     

    Purchase
and Sales Prices of PRODUCTS

     

    1.1           Sales Prices of PRODUCTS to
DISTRIBUTOR.  As of the date hereof, the sales prices of the
PRODUCTS for sale to DISTRIBUTOR hereunder are set forth on Schedule A attached
hereto (such prices, as same may be amended from time to time, together with the
prices at which any other PRODUCT is sold by the COMPANY to DISTRIBUTOR
hereunder, are hereinafter referred to as the “COMPANY Prices”).  The
COMPANY may change COMPANY Prices at any time upon thirty (30) days prior
written notice to DISTRIBUTOR.  The COMPANY will honor existing
purchase orders written before the effective date of the price
increase.

     

    1.2           Due Date for Purchases of
PRODUCTS.  The DISTRIBUTOR shall remit payment to the COMPANY
within 60 days after receipt of an invoice for PRODUCTS purchased from the
COMPANY for the initial inventory only.  No invoice shall be forwarded
by COMPANY to DISTRIBUTOR until the PRODUCTS included on the subject invoice
have been placed with a common carrier for shipment to DISTRIBUTOR or to
DISTRIBUTOR'S customers.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Terms for
all future orders after the first full container will be one full container
(aprox. 640 units) minimum order quantity, Via LC at sight with the COMPANY
(UVFT) as the beneficiary.  The COMPANY will provide at the COMPANY'S
expense an inspection of the goods prior to shipment.  The COMPANY
will act as the agent in setting up all shipment arrangements from China, and
will add $5 to the unit purchase price to cover all freight arrangements.
DISTRIBUTOR agrees to meet minimum yearly quantities to maintain its exclusive
distribution rights.  (See attached schedule D).

     

    ARTICLE
II

    


    Appointment
as DISTRIBUTOR

    


    2.1          Appointment as Exclusive
DISTRIBUTOR.  COMPANY hereby appoints DISTRIBUTOR the exclusive
MASTER DISTRIBUTOR for the PRODUCTS within the TERRITORY, and DISTRIBUTOR hereby
accepts such appointment, upon the terms hereinafter set forth.  The
PARTIES acknowledge and agree that DISTRIBUTOR may appoint additional sales
representatives or subdistributors to sell the PRODUCTS and may sell the
PRODUCTS through the DISTRIBUTOR'S sales staff, infomercials, web site and
through catalogues.  All PRODUCTS sold by DISTRIBUTOR shall be
purchased by DISTRIBUTOR from the COMPANY at the COMPANY price.  The
DISTRIBUTOR shall undertake all typical business methods to promote and sell the
COMPANY'S PRODUCTS and as the exclusive Master Distributor for the Products to
meet the mutually agreed upon sales benchmarks set forth in Schedule D.
DISTRIBUTOR may not market, resell or distribute any PRODUCT outside the
TERRITORY, and shall promptly refer to the COMPANY all inquiries and referrals
received by DISTRIBUTOR regarding potential sales of PRODUCTS outside the
TERRITORY.  This AGREEMENT only permits DISTRIBUTOR to resell PRODUCTS
originally sold to DISTRIBUTOR by the COMPANY.  The sales of, or offer
to sell, PRODUCTS to DISTRIBUTOR by the COMPANY does not cover any other right
to manufacture or modify the PRODUCTS.

     

    2.2          Markets.  (See
Schedule E).

     

    2.3          Sales to
DISTRIBUTOR.

     

    
      	
               
      

            	
              (a)

            	
              COMPANY
      agrees that it will sell PRODUCTS directly to DISTRIBUTOR in such
      quantities as DISTRIBUTOR may from time to time order, subject to the
      ability of COMPANY to manufacture and supply. It is expressly understood
      by the parties hereto that all purchase orders for COMPANY PRODUCTS shall
      be placed with COMPANY and that DISTRIBUTOR will be invoiced and make
      payments directly to COMPANY.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              The
      terms and conditions of this Agreement shall apply to and govern all
      orders for COMPANY PRODUCTS submitted to COMPANY by DISTRIBUTOR. Nothing
      contained in any such orders shall in any way modify such terms and
      conditions or add any additional terms and conditions except as otherwise
      agreed to in writing by the parties hereto. In the event of any
      conflicting terms between any purchase order and this Agreement, the terms
      and conditions set forth in this Agreement shall control business days
      after such facsimile or electronic mail is received by COMPANY. All orders
      placed with COMPANY for COMPANY PRODUCTS shall be subject to acceptance by
      COMPANY, and COMPANY shall use its reasonable commercial efforts to notify
      DISTRIBUTOR in writing of the acceptance or rejection of a purchase order
      and of assigned delivery date for accepted orders within five (5) business
      days after receipt of such order.

            


    

     

    
      	
               
      

            	
              (c)

            	
              All
      orders for a COMPANY PRODUCTS placed by DISTRIBUTOR shall be in writing,
      and may be initially placed by facsimile or electronic mail if a hard copy
      of the written purchase order for such order is received by COMPANY within
      ten (10) business days after such facsimile or electronic mail is received
      by COMPANY.  All orders placed with COMPANY for COMPANY PRODUCTS
      shall be subject to acceptance by COMPANY, and COMPANY shall use its
      reasonable commercial efforts to notify DISTRIBUTOR in writing of the
      acceptance or rejection of a purchase order and of assigned delivery date
      for accepted orders within five (5) business days after receipt of such
      order.

            


    

     

    
      	
               
      

            	
              (d)

            	
              COMPANY
      reserves the right to cancel or delay shipment of any order placed by
      DISTRIBUTOR and accepted by COMPANY, if DISTRIBUTOR (1) fails to make any
      payment as provided herein; or (2) otherwise fails to comply with the
      terms and conditions of this
Agreement.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Once
      an order placed by DISTRIBUTOR has been accepted by COMPANY, it may not be
      cancelled by DISTRIBUTOR, unless (i) COMPANY has failed to ship the order,
      or any portion thereof, within thirty (30) business days of the requested
      delivery date; (ii) DISTRIBUTOR provides written notice of cancellation,
      and COMPANY acknowledges such cancellation in writing; and (iii) COMPANY
      has not yet shipped the order or portion thereof which DISTRIBUTOR desires
      to cancel.  In such a case, DISTRIBUTOR will pay a ten (10%)
      percent cancellation charge to COMPANY for all costs already incurred by
      COMPANY as well as any material and/or labor commitments made by
      COMPANY.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      COMPANY, in its sole discretion, shall have the right to discontinue the
      marketing, production, distribution of any or all of the PRODUCTS at any
      time during the term of this AGREEMENT, provided that the COMPANY gives
      thirty (30) days prior written notice to DISTRIBUTOR. The COMPANY shall be
      under no obligation to continue the production of any
      PRODUCT.  The COMPANY may modify, replace, and improve any
      PRODUCT, at the COMPANY'S discretion, without prior notice to DISTRIBUTOR
      and liability of any kind.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    ARTICLE
III

     

    Covenants
and Warranties

     

    3.1          Covenants of
DISTRIBUTOR.

     

    (a)           Orders.  To
initiate this agreement, the DISTRIBUTOR will place an initial stocking order of
250 units at the current distributor price (see Schedule A).

     

    (b)           Forecasts.  Upon
execution of this AGREEMENT, DISTRIBUTOR shall furnish COMPANY with
DISTRIBUTOR'S good faith estimate of the quantities of PRODUCTS DISTRIBUTOR
intends to purchase from the COMPANY during each of the three (3) calendar
months following the date hereof (the “Three Month
Forecast”).  DISTRIBUTOR shall use its commercially reasonable best
efforts to deliver to the COMPANY no later than the twentieth (20th) day of each
calendar month during the term of this AGREEMENT, an updated Three Month
Forecast.  Under no circumstances shall DISTRIBUTOR be required to
implement any of the purchases of PRODUCTS contained in its Three Month
Forecast.

     

    (c)           Taxes.  DISTRIBUTOR
shall pay directly all franchise, sales, use, personal property, ad valorem,
value added, stamp or other taxes (other than taxes measured by the income of
the COMPANY), together with all penalties, fines and interest thereon that in
any way arise out of this AGREEMENT, and are measured by the price, the charges,
the programs or the services furnished to its customers and/or end-users of the
PRODUCTS and Services (hereinafter collectively called
“TAX”).  DISTRIBUTOR may contest any TAX paid or payable in connection
with this AGREEMENT and agrees to hold COMPANY harmless in connection with any
such contest.

     

    (d)           Customer
Service.  The DISTRIBUTOR shall provide customer service via an
800 number at their expense and provide such employees as are necessary to
accomplish the benchmarks set forth in Schedule D and to uphold the terms and
mutual goals of this AGREEMENT.  DISTRIBUTOR agrees to carry required
parts and accessories that consumers will need, such as replacement
cartridges.

     

    (e)           DISTRIBUTOR
will immediately bring to the attention of COMPANY any improper or wrongful use
in the Territory of COMPANY'S patents, trademarks, copyrights, emblems, designs,
models or similar industrial or commercial rights which come to DISTRIBUTOR'S
notice.  The DISTRIBUTOR shall assist COMPANY in taking all steps to
defend COMPANY'S rights but shall not be required to institute legal
proceedings.

     

    3.2          Covenants and
Representations of the COMPANY.

     

    
      	
               
      

            	
              (a)

            	
              Pricing.  COMPANY
      will establish the DISTRIBUTOR price, charges and terms and conditions of
      sale of the PRODUCTS, enclosed as Schedules A and C attached to this
      AGREEMENT;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Availability.  DISTRIBUTOR
      will furnish all sales price sheets and
  schedules.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Literature.  COMPANY
      will provide its customary literature in reasonable quantities, concerning
      the PRODUCTS to DISTRIBUTOR as DISTRIBUTOR may from time to time
      request;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Approvals.  COMPANY
      will review and timely approve or reject all literature, sales brochures,
      infomercials, web sites, and other sales and marketing material prepared
      and sought to be used by the DISTRIBUTOR in the accomplishment of its
      sales efforts;

            


    

     

    3.3         Shipment, Inspection and
Return Policies (see Schedule C).

     

    3.4         Warranties (see Schedule
B).

     

    3.5         Indemnification.

     

    
      	
               
      

            	
              (a)

            	
              The
      COMPANY shall indemnify, save, and hold harmless DISTRIBUTOR from and
      against any and all costs, losses, liabilities, damages, lawsuits,
      deficiencies, claims and expenses, including without limitation, interest,
      penalties, attorneys' fees and all amounts paid in investigation, defense
      or settlement of any of the foregoing (collectively referred to herein as
      “CLAIMS”), incurred in connection with any breach of any covenant or
      warranty, or the inaccuracy of any representation, made by the COMPANY in
      or pursuant to this AGREEMENT, unless caused by the gross negligence or
      willful misconduct of DISTRIBUTOR.

            


    

     

    
      	
               
      

            	
              (b)

            	
              DISTRIBUTOR
      shall indemnify, save, and hold harmless the COMPANY from and against any
      and all CLAIMS, incurred in connection with or arising out of or resulting
      from or incident to any breach of any covenant or warranty, or the
      inaccuracy of any representation, made by DISTRIBUTOR in or pursuant to
      this AGREEMENT, unless caused by the gross negligence or willful
      misconduct of the COMPANY.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      any lawsuit or enforcement action is filed against any PARTY entitled to
      the benefit of indemnity hereunder, written notice thereof shall be given
      to the indemnifying party as promptly as practicable (and in any event
      within fifteen (15) days after the service of the citation or summons);
      provided that the failure of any indemnified PARTY to give timely notice
      shall not affect rights to indemnification hereunder except to the extent
      that the indemnifying PARTY demonstrates actual damage caused by such
      failure.  After such notice, if the indemnifying Party
      acknowledges in writing to such indemnified party that such indemnifying
      PARTY shall be liable under its indemnity in connection with such lawsuit
      or action, then the indemnifying PARTY shall be entitled, if it so elects,
      to take control of the defense and investigation of such lawsuit or action
      and to employ and engage attorneys of its own choice to handle and defend
      the same, at the indemnifying PARTY'S cost, risk and expense, and such
      indemnified PARTY shall cooperate in all reasonable respects, at its cost,
      risk and expense, with the indemnifying PARTY and such attorneys in the
      investigation, trial and defense of such lawsuit or action and any appeal
      arising therefrom.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    3.6         Confidentiality.  “CONFIDENTIAL
INFORMATION” shall mean any confidential technical data, trade secret, know-how
or other confidential information disclosed by the COMPANY to the DISTRIBUTOR in
writing, orally, or by drawing or other form.  The COMPANY hereby
grants the DISTRIBUTOR a license to utilize such Confidential Information and
all Patents, to the extent necessary or advisable to perform its obligations
hereunder.

     

    
      	
               
      

            	
              (a)

            	
              Notwithstanding
      the foregoing, CONFIDENTIAL INFORMATION shall not include information
      which: (i) is known to the DISTRIBUTOR at the time of disclosure or
      becomes known to the DISTRIBUTOR without breach of this AGREEMENT; (ii) is
      or becomes publicly known through no wrongful act of the DISTRIBUTOR;
      (iii) is rightfully received from a third party without restriction on
      disclosure; (iv) is independently developed by the DISTRIBUTOR; (v) is
      furnished to any third party by the COMPANY without restriction on its
      disclosure; (vi) is approved for release upon a prior written consent of
      the COMPANY; (vii) is disclosed pursuant to judicial order, requirement of
      a governmental agency or by operation of
law.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      DISTRIBUTOR agrees that it will not disclose any Confidential Information
      to any third party and will not use Confidential Information of the
      COMPANY for any purpose other than for the performance of the rights arid
      obligations hereunder during the term of this AGREEMENT and for a period
      of five years thereafter, without the prior written consent of the
      COMPANY.  The DISTRIBUTOR further agrees that Confidential
      Information shall remain the sole property of the COMPANY and that it will
      take all reasonable precautions to prevent any unauthorized disclosure of
      Confidential Information by its
employees.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Upon
      the request of the COMPANY, the DISTRIBUTOR will promptly return all
      Confidential Information furnished hereunder and all copies
      thereof.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Neither
      PARTY shall disclose any of the specific terms of this AGREEMENT to any
      third party without the prior written consent of the other PARTY, which
      consent shall not be withheld unreasonably. Notwithstanding the foregoing,
      any party may disclose information concerning this AGREEMENT as required
      by the rules, orders, regulations, subpoenas or directives of a court,
      government or governmental agency, after giving prior notice to the other
      PARTY.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              DISTRIBUTOR
      agrees not to modify, de-compile, analyze, study, reverse-assemble or
      reverse engineer any PRODUCT or any component
  thereof.

            


    

     

    
      	
               
      

            	
              (f)

            	
              If
      DISTRIBUTOR breaches any of its obligations with respect to
      confidentiality and unauthorized use of Confidential Information or the
      PRODUCTS hereunder, the COMPANY shall be entitled to equitable relief to
      protect its interest therein, including but not limited to injunctive
      relief, as well as money damages notwithstanding anything to the contrary
      contained herein.

            


    

     

    3.7         Competing
Products.  The DISTRIBUTOR agrees that during the term of this
AGREEMENT and for a period of two years after the termination or expiration of
this AGREEMENT, it will not, directly or indirectly, manufacture, sell, market
or represent any air purifying product or products similar to the PRODUCTS, and
will not be engaged by or be an investor or owner of any company that is in the
business of selling, marketing or manufacturing air purifying products that
directly compete with the PRODUCTS.

     

    ARTICLE
IV

     

    Term and
Termination

     

    4.1         Term.  The
original term of this AGREEMENT shall begin on the date of execution hereof, and
shall continue in full force and effect for one year thereafter, after which
time this AGREEMENT shall automatically renew for consecutive one (1) year
terms, unless and until terminated by either PARTY for a MATERIAL BREACH (as
defined below) upon written notice to the other PARTY delivered at least three
(3) months prior to the end of the term hereof or any renewal term; or unless
earlier terminated as provided in this AGREEMENT.

     

    4.2         Events of
Termination.  The COMPANY may terminate this AGREEMENT upon the
occurrence of a “MATERIAL BREACH.”  It shall be a MATERIAL BREACH if
DISTRIBUTOR fails to cure a default within thirty (30) days following receipt of
a written notice of such default.  For purposes of this AGREEMENT, it
shall be a default if DISTRIBUTOR:

     

    
      	
               
      

            	
              (a)

            	
              fails
      or refuses to make payments of any amounts due for purchases of
      PRODUCT;

            


    

     

    
      	
               
      

            	
              (b)

            	
              conducts
      any portion of its business or uses any of the PRODUCTS in a manner that
      the COMPANY reasonably believes threatens the validity or integrity of any
      of the Patents or threatens the goodwill associated
    therewith;

            


    

     

    
      	
               
      

            	
              (c)

            	
              becomes
      insolvent by reason of an inability to pay debts as they mature or makes
      an assignment for the benefit or creditors or any admission of inability
      to pay obligations as they become due;
or

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              fails
      or refuses to comply with any other material provision of this AGREEMENT
      or any reasonable instruction of the COMPANY concerning use of any of the
      PRODUCTS.

            


    

     

    
      	
               
      

            	
              (e)

            	
              At
      COMPANY'S discretion, COMPANY and DISTRIBUTOR agree that COMPANY may
      terminate this AGREEMENT if DISTRIBUTOR is unable to meet the benchmarks
      set forth in Schedule D, attached
hereto.

            


    

     

    4.3         Termination by
DISTRIBUTOR.  This AGREEMENT may be terminated by DISTRIBUTOR
if the COMPANY: (i) is guilty of any breach of any material obligation and/or
condition of this AGREEMENT (unless caused by DISTRIBUTOR) provided that if the
breach may be cured, this AGREEMENT shall not be terminated until the expiration
of thirty (30) days after written notice has been given to the COMPANY of such
default during which time such default is not cured; (ii) is guilty of fraud or
misconduct to any material extent.

     

    4.4         Effect of
Termination.  Upon termination of this AGREEMENT, DISTRIBUTOR
shall:

     

    
      	
               
      

            	
              (a)

            	
              pay
      the COMPANY within fifteen (15) days after the effective date of
      termination (or such later date that such amounts are due to the COMPANY
      pursuant to the terms of purchase) all unpaid purchase price amounts for
      the PRODUCTS;

            


    

     

    
      	
               
      

            	
              (b)

            	
              cease
      to use any advertising materials, signs, sign faces, forms, invoices or
      other materials pertaining to the COMPANY or any of the
      PRODUCTS;

            


    

     

    
      	
               
      

            	
              (c)

            	
              forfeit
      any right to act as a United States and Canadian sales
      distributor;

            


    

     

    
      	
               
      

            	
              (d)

            	
              discontinue
      use of any of the PRODUCTS, or any colorable imitation thereof, in any
      manner or for any purpose, and discontinue utilizing for any purpose any
      PRODUCTS that suggests or indicates a current or prior connection or
      association with the COMPANY or its affiliates; provided, however, that
      DISTRIBUTOR shall be permitted to sell any PRODUCTS remaining in its
      inventory within three (3) months following
  termination;

            


    

     

    
      	
               
      

            	
              (e)

            	
              promptly
      take such action as may be required to cancel all fictitious or assumed
      name or equivalent registrations relating to DISTRIBUTOR'S use of any
      PRODUCTS; and

            


    

     

    
      	
               
      

            	
              (f)

            	
              furnish
      to the COMPANY within thirty (30) days after the effective date of
      termination, evidence satisfactory to the COMPANY of DISTRIBUTOR'S
      compliance with the foregoing
obligations.

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Termination
of this AGREEMENT in any manner whatsoever shall be without prejudice to the
rights of any PARTY in connection with acts or matters or things done,
committed, omitted, or suffered by any PARTY prior to the date of such
termination.  Termination of this AGREEMENT shall not affect any
contract in respect of the PRODUCTS in the course of performance at the time the
notice of termination takes effect, and the provisions of this AGREEMENT shall
apply to any such contract until such contract expires or is otherwise
terminated in accordance with the terms thereof.

     

    ARTICLE
V

     

    Miscellaneous

     

    5.1         Independent
Contractor.  Nothing herein shall be construed or deemed to
create a joint venture, contract of employment or partnership.  The
relationship between the PARTIES is that of independent
contractors.  Under no circumstances will either PARTY act or attempt
to act, or represent itself, as an agent of the other PARTY without prior
written authorization, or enter into any contract on behalf of the other
PARTY.  Neither PARTY shall use the corporate or fictitious name of
the other PARTY without the prior written consent of the other
PARTY.

     

    5.2         Notices.  Any
notice, request, consent or communication (collectively a “NOTICE”) under this
AGREEMENT shall be effective only if it is in writing and (a) personally
delivered or, (b) sent by certified or registered mail, return receipt
requested, postage prepaid or, (c) sent by nationally recognized overnight
delivery service, with delivery confirmed, or (d) telefaxed or telecopied, with
receipt confirmed, addressed as follows:

     

    
      
        	
                COMPANY:

              	
                UV
      FLU TECHNOLOGIES, INC.

              
	 
      	
                Attn:
      Jack Lennon

              
	 
      	
                1694
      Falmouth Rd #125

              
	 
      	
                Centerville,
      MA 02632

              
	 
      	
                Phone:
      508 362-4420

              
	 
      	 
      
	
                DISTRIBUTOR:

              	
                Puravair
      LLC

              
	 
      	
                Attn:  John
      Pappas

              
	 
      	
                653
      Summer St.

              
	 
      	
                Boston,
      MA 02210

              


      

    

    


    or to
such other address or addresses as shall be furnished in writing by any PARTY to
the other PARTY. A NOTICE shall be deemed to have been given as of the date when
(1) personally delivered, (ii) three days after when delivered during business
hours to said overnight delivery service, properly addressed and prior to such
delivery service's cut off time for next day delivery, or (iii) when receipt of
the telex or telecopy is confirmed, as the case may be, unless the sending Party
has actual knowledge that a NOTICE was not received by the intended
recipient.

     

    53  
        Headings.  Section
headings contained in this AGREEMENT are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
AGREEMENT.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    5.4          Entire AGREEMENT:
Modification.  This AGREEMENT contains the complete expression
of the AGREEMENT between the PARTIES with respect to the matters addressed
herein and there are no promises, representations, or inducements except in
writing signed by both PARTIES hereto.  All terms and provisions of
this AGREEMENT shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and permitted assigns of the PARTIES
hereto, and no modification to this AGREEMENT shall be binding upon the PARTIES
unless such modification is in writing and signed by both PARTIES.

     

    5.5          No
Waiver.  Failure by either PARTY hereto to enforce at any time
or for any period of time any provision or right hereunder shall not constitute
a waiver of such provision or of the right of such party thereafter to enforce
each and every such provision.

     

    5.6          Governing
Law.  This AGREEMENT shall be governed by and construed and
enforced in accordance with the laws of Nevada. All disputes concerning this
AGREEMENT shall be tried in the federal or state courts located in
Nevada.

     

    5.7          Counterparts.  This
AGREEMENT may be executed in any number of counterparts, all of which together
shall constitute one AGREEMENT binding on the PARTIES hereto.

     

    5.8          Severability.  If
any provision of this AGREEMENT shall for any reason be held to violate
applicable law, and so much of said AGREEMENT is held unenforceable, then the
invalidity of such specific provision herein shall not be held to invalidate any
other provision herein, which shall remain in full force and
effect.

     

    5.9          Force
Majeure.  Either PARTY will be excused for delays in
performance under this AGREEMENT if their inability to perform punctually is
caused by force majeure.  Force majeure as used herein shall mean,
cover and include the following: acts of God, strikes, lock-outs, industrial
disturbances, acts of the public enemy, wars, blockades, insurrections, riots,
epidemics, landslides, lightning, earthquakes, fires, storms, floods, wash-outs,
tornadoes, hurricanes, windstorms, arrest and restraint of rulers and people,
civil disturbances, boycotts, explosions, breakage or accident to machinery or
equipment, and any other causes similar to those above, which are not within the
reasonable control of the PARTY claiming force majeure, and which by the
exercise of due diligence such PARTY is unable to overcome, it being understood
and agreed by and between the PARTIES hereto, that upon any event of force
majeure if it lasted for a consecutive period of three (3) months, either party
hereto shall be entitled to unilaterally terminate this AGREEMENT with immediate
effect, by written notice to the other Party.  However, any payment
obligations by DISTRIBUTOR pursuant to the terms of this AGREEMENT or any
purchase order shall remain in full force and effect.

     

    5.10       Rights of Parties:
Reservation of Rights.  Nothing in this AGREEMENT, whether
express or implied, is intended to confer any rights or remedies under or by
reason of this AGREEMENT on any persons other than the PARTIES and their
respective successors and permitted assigns, nor is anything in this AGREEMENT
intended to relieve or discharge the obligation or liability of any third
persons to any party to this AGREEMENT, nor shall any provision give any third
person any right of subrogation or action over against any party to this
AGREEMENT.  All rights not expressly granted herein are reserved by
COMPANY.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    5.11        Interest on Unpaid
Amounts.  Any amounts due to either Party by the other Party
hereunder or pursuant to any other relationship between the COMPANY and
DISTRIBUTOR that are not paid as and when due shall bear interest at the rate of
the lower of eighteen percent (18%) per annum or the maximum amount permitted by
law.  Such interest shall be in addition to, and not in lieu of, other
remedies afforded either PARTY hereunder, at law or in equity for breach of this
AGREEMENT.

     

    5.12        Drafting.  Both
PARTIES hereto acknowledge that each PARTY was actively involved in the
negotiation and drafting of this AGREEMENT and that no law or rule of
construction shall be raised or used in which the provisions of this AGREEMENT
shall be construed in favor or against either Party hereto because one is deemed
to be the author thereof.

     

    5.13        No Assignments or
Sublicenses.  DISTRIBUTOR may not, without the prior written
Consent of the COMPANY, which may be withheld by the COMPANY in its sole and
absolute discretion, assign this AGREEMENT or any of its rights hereunder, nor
sublicense any right, title or interest in the PRODUCTS or any of the related
information, processes, formula, or technology disclosed to another PARTY
hereunder or in connection herewith, or any technology or invention developed in
connection with any research or development done by any PARTY relating
thereto.

     

    5.14        Attorneys'
Fees.  If any litigation is instituted to enforce or interpret
the provisions of this AGREEMENT or the transactions described herein, the
prevailing PARTY in such action shall be entitled to recover its reasonable
attorneys' fees from the non- prevailing PARTY.

     

    EXECUTED
on the date first set forth above.

     

    
      
        	
                UF
      FLU TECHNOLOGIES, INC.

              
	 
      	 
      
	
                By:

              	
                  

              
	 
      	
                Jack
      Lennon, President

              
	 
      	 
      
	
                By:

              	
                  

              


      

    


    
      
         


      

      
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    SCHEDULE
A

     

    MASTER
DISTRIBUTOR PRICES

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Item

                                    	 	
                                      Description

                                    	 	
                                      Dist.

                                    	 	 	
                                      Price

                                      List

                                    	 	 	
                                      Quantity

                                    	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 
	
                                      UV
      400

                                    	 	
                                      UV
      400 Air Purifer

                                      (including
      cartridge)

                                    	 	$	350.00	 	 	 	 	 	 	
                                      640
      units

                                    	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 
	
                                      REPLACEMENT
      CARTRIDGES AND

                                      FILTERS

                                    	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 
	
                                      UV
      250

                                    	 	
                                      Replacement
      Cartridge Master Pack

                                    	 	$	400.00	 	 	 	 	 	 	
                                      1

                                    	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      UV
      200

                                    	 	
                                      Replacement
      Cartridge

                                    	 	$	100.00	 	 	 	 	 	 	
                                      1

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    TERMS:  2%
net 10. Sixty (60) days Initial shipment 250 only, 45 days
thereafter.  LC at sight MOQ 1 container (640 pcs.) normal order
terms, after 1st full
container.  UV Flu will be responsible for coordinating logistics to
ship product directly to your warehouse.  We will set up procedures
for joint LC’s to minimize upfront money for both parties.


    
      
         


      

      
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    SCHEDULE
B

     

    One Year
Limited Warranty

     

    UV Flu
Technologies, Inc. warrants this PRODUCT to be free from defects in workmanship
or materials for a period of one year from the date of purchase. If the PRODUCT
fails any time within one year after purchase, UV Flu Technologies, Inc. will
repair or replace the defective part (at its option).  The warranty
does not apply to damage resulting from abusive, commercial or unreasonable use.
Defects, which result from normal wear and tear, will not be considered
manufacturing defects. All defective product is to be returned to the Exclusive
Master Distributor's Facility.

     

    This
warranty does not cover damage resulting from unauthorized attempts to repair or
from any use not in accordance with this manual.

    


    Use of
non- UV Flu Technologies, Inc. replacement parts will invalidate this
warranty.  This warranty is voided if the PRODUCT is not purchased and
used in the USA or Canada.  This warranty applies only to the original
Purchaser of this PRODUCT.

     

    Under
this warranty, UV Flu Technologies, Inc. SHALL NOT BE LIABLE FOR ANY INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY,
EXPRESSED OR IMPLIED, APPLUCABLE TO THIS PRODUCT. Some regions do not allow the
limitation or exclusion of incidental, special or consequential damages so the
above limitations may not apply to you.

     

    EXCEPT AS
EXPRESSLY SET FORTH HEREIN, THE PRODUCT IS PROVIDED ON AN “AS IS”
BASIS.  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR
IMPLIED, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE ARE HEREBY EXCLUDED BEYOND THE ONE YEAR DURATION OF THIS WARRANTY. Some
regions do not allow limitations on how long an implied warranty lasts, so the
above limitation may not apply to you.

     

    This
warranty gives you specific legal rights, and you may have other rights, which
vary from region to region.

     

    In case
of questions regarding the provisions of this warranty, the English version will
govern.

    


    UV Flu
Technologies, Inc.

    1694
Falmouth Rd #125

    Centerville,
MA 02632

    Phone 508
362-4420


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    SCHEDULE
C

     

    PROCEDURES
AND POLICIES

    Shipping

     

    1.           All
shipments are sold FOB port China full container quantities of one container
(640 pcs.) UV Flu will coordinate logistics, and will be responsible for first
full container LC and shipping, and will coordinate thereafter.

     

    2.           UV
Flu Technologies, Inc. is not responsible for combining shipments of orders
received on separate purchase orders.

     

    Damaged Goods
Policy

     

    1.           Shipment
will be inspected prior to shipment from the port in China.

     

    2.           Note
damage on the delivery freight bill and have driver sign, acknowledging damage,
(bent, crushed or torn carton, etc.).  Send a copy of the freight
bill, inspection report, and identifying PRODUCT shipping invoice to the
attention of the Customer Service Dept.

     

    Returned Goods
Policy

     

    The
COMPANY will give the DISTRIBUTOR a 2% defective goods allowance.  The
DISTRIBUTOR will deal with returns from customers in any manner that they see
fit and has the right to refurbish and sell Returned units.

     

    Exhibit Participation
Policy

     

    1.           UV
Flu Technologies, Inc. will pay its fair share on a per square foot basis of the
DISTRIBUTOR'S booth at professional trade shows that are agreed to prior to the
show by the President of UVFT.

     

    
      
         


      

      
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    SCHEDULE
D

    


    BENCHMARKS

     

    To retain
rights as the Exclusive Master Distributor, the DISTRIBUTOR agrees to meet the
following benchmark quantities:

    


    2010:

     

    
      	
              Q1:

            	
              640
      (one containers)

            


    

     

    
      	
              Q2:

            	
              640

            


    

     

    
      	
              Q3:

            	
              1920

            


    

     

    
      	
              Q4:

            	
              4,480
      (seven containers)

            


    

     

    
      	
              Q5:

            	
              Total:
      7,680 (12 containers)

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    
       

      SCHEDULE
E

    

     

    MARKETS

     

    The
DISTRIBUTOR may sell the product in the PROFESSIONAL, MEDICAL, AND COMMERCIAL
markets, including but not limited to:

     

    INSTITUTIONAL:  Hospitals,
Nursing Homes, Physician Offices, Dentist Offices, Outpatient Surgical Centers,
Child and Adult Day Care, Clinics, Schools, Laboratories, Animal Clinics and
Veterinary hospitals, etc.

     

    COMMERCIAL:  Commercial
Office Buildings, Industrial Offices, Government Office Buildings, Military
Offices and Ships, Retail Offices,

     

    Note —
SCHEDULE TO BE COMPLETED



    
      
         


      

      
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