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EXHIBIT 10.3


WHITCO                                                  REPRESENTATIVE AGREEMENT
POLES                                                   ------------------------

     This  Representative  Agreement  ("Agreement")  is made and entered between
Whitco  Company,  LLP,  a Texas limited liability partnership with its principle
offices  at  6777  Camp Bowie Blvd #233, Fort Worth, Texas 76116 ("Whitco"), and
the  following  representative  ("Representative"):


Lighting Rep
1234 Street
Anywhere, USA

Representative #9999
--------------------
This Agreement shall be effective as of Month, Day, Year.

Appointment:
------------
As of the effective date referred to above,  Whitco  authorizes and appoints the
Representative  as a sales  representative  for  Whitco to  solicit  orders  for
Whitco's  products  on the  terms  and  conditions  set  forth in the  following
paragraphs.

Territory:
----------
The geographic territory covered by this agreement with the Representative shall
include the areas  described below and illustrated on the map attached hereto as
Exhibit "A" ("Territory"):

         Subject Geography:
         -----------------
         Those counties as follows:  List all counties


Markets and Function:
--------------------
The  representative  is appointed and  authorized  to solicit  orders for Whitco
products  within the  Territory  in the  Commercial  &  Industrial  (C&I) market
segments on the terms set out herein.  The  Representative  shall be responsible
for the  development of these market  segments,  and sales of all C & I products
offered by Whitco in the  Territory.  Sales  creation will  include,  but not be
limited  to,   product   promotion   to   architects,   engineers,   developers,
distributors,  and  contractors  alike that may be  interested  in buying and/or
specifying Whitco products.

Duties:
------
The  Representative  shall at all times conduct its business in accordance  with
all applicable laws and regulations,  in a manner  consistent with good business
practice and in accordance  with  Whitco's  policies,  procedures,  and standard
terms and conditions.  See Whitco's  "Standard  Terms and Conditions"  which are
attached hereto as Exhibit "B".

All quotations  made by the  Representative  shall be based on Whitco's  current
printed price schedules and/or  supplements  with respect to standard  products,
and Whitco's price quotation with respect to nonstandard  products.  All prices,
whether pursuant to the current printed price schedule or Whitco quotations, are
LESS COMMISSION.  It is the sole  responsibility of the Representative to adjust
the Whitco price to include its commission amount prior to issuing quotations to
prospective customers.


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WHITCO                                                  REPRESENTATIVE AGREEMENT
POLES                                                   ------------------------


Commissions:
-----------
A commission check will be issued to the  Representative  on  approximately  the
15th  business  day after  customer's  payment has been  received and good funds
confirmed.  A commission will be paid on each  transaction in an amount equal to
the excess of the  amount  received  from the  customer,  over the Whitco  price
(pursuant to price  schedule or Whitco quote as the case may be). To  reiterate;
except as  describe  in the  following  paragraph,  Whitco  does not  employ any
commission split policies for any of its products or market segments serviced by
the Representative within the Territory assigned. The amount received by Whitco,
which  is  in  excess  of  the  scheduled,   or  factory  quoted  price  is  the
Representative's commission amount.

On those orders  specified  in one  territory,  received  from  another,  and/or
shipped to  another,  the total  sales  volume  and sales  credit may be divided
between the  representatives  in the  respective  territories,  depending on the
degree of participation in the transaction by the destination  and/or specifying
representatives.  In such  cases  of  joint  participation  by  representatives,
commissions  will  generally  be split on the  following  percentages  (of total
commission payment).

Representative in Specifying Territory               60%
Representative in Selling Territory                  20%
Representative in Shipping Territory                 20%

It is  the  responsibility  of  the  Representative  when  participating  in the
specification  development process for a project, to accurately advise Whitco in
writing of the specifications and the Representative's  involvement,  for proper
registration and acknowledgement by Whitco.

Any variation in the stated percentages and/or registration shall be in the sole
discretion  of Whitco.  The  Representative  shall make  available to Whitco all
pertinent information and facilitate discussions with parties that may assist in
resolving  disputes.  Whitco's decision as to commission  sharing shall be final
and binding on all parties.

Terms of Sale:
-------------
The  Representative  shall solicit all orders subject to Whitco's standard terms
and conditions, and prices based on the then current price list or Whitco quote,
as the case may be.  All  orders  shall be  promptly  submitted  to  Whitco  for
Whitco's final  acceptance.  Whitco reserves the right to reject any order.  The
Representative  has no  authority  to  solicit  orders in any  manner  except as
described herein.

The  Representative is responsible for obtaining any credit  information that is
requested by Whitco to determine the  acceptance of a customer  order.  Further,
the  Representative  shall provide  reasonable  assistance in the  collection of
delinquent or unpaid invoices.

Additional Lines:
----------------
As of the effective date of this agreement,  the  Representative has no directly
competitive  product  lines,  except as have been  mutually  agreed upon.  Those
competitive  lines  that have  been  acknowledged  as  previously  existing  and
mutually agreed to are as follows:

         Mutually Agreed Competitive Lines:
         ---------------------------------
         List other lines here


During the term of this  Agreement,  the  Representative  will not add any other
directly  competitive product lines without the prior written consent of Whitco,
which may be  withheld  for any reason.  Failure to comply  with this  paragraph
shall  be  cause  for  immediate  termination  of  this  Agreement  at the  sole
discretion of Whitco.

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WHITCO                                                  REPRESENTATIVE AGREEMENT
POLES                                                   ------------------------


As of  the  date  of  this  Agreement,  Whitco  has  no  other  competing  sales
representative  located in the  Territory,  except as have been mutually  agreed
upon.  Those sales  representatives  that have been  acknowledged  as previously
existing and mutually agreed upon are as follows:

         Mutually Agreed Competitive Sales Representatives:
         -------------------------------------------------
         List other reps here

During  the  term of this  Agreement  Whitco  will  not add any  other  directly
competitive  Sales  Representative  in the  Territory  without the prior written
consent of the  Representative.  Whitco  reserves the right to sell  directly to
OEMs  and  National  Accounts  that  may  exist  within  the  Territory  with no
commission due to the Representative for those sales. Failure to comply with the
above shall be cause for  immediate  termination  of this  Agreement at the sole
discretion of the Representative.

Term and Termination:
--------------------
This  Agreement  shall continue  until  terminated in writing.  Either party may
terminate  this  agreement upon 30 days prior written notice to the other party.
Violation of any part of this  Agreement will  constitute  grounds for immediate
termination without the usual 30-day notice.

If either party  terminates  this agreement,  any commissions  rightfully due to
Representative  shall be paid on orders  released  for  shipment  at the date of
termination  and  shipped  within 90 days.  Additional  conditions  may apply if
agreed to in writing by both parties.

Miscellaneous Terms:
-------------------
This  Agreement  is  personal  to  Representative  and  may not be  assigned  or
transferred  by  Representative  without the prior  written  approval of Whitco,
which may be withheld for any reason.

This  Agreement  shall  inure to the  benefit of and be binding  upon the heirs,
personal representatives,  successors,  and, subject to the limitation set forth
above, assigns of the parties hereto.

It is  specifically  acknowledged  that  the  relationship  between  Whitco  and
Representative  is that of independent  contractors.  Representative  is not, by
reason  of this  Agreement,  an  agent  of  Whitco  for any  purpose  and has no
authority,  either  expressed or implied,  to bind Whitco to any  obligation  or
undertaking.  No part of Representative's expense in the conduct of its business
will be borne by Whitco.

This  Agreement and all other disputes or issues arising from or relating in any
way to this  Agreement,  shall be governed by the internal  laws of the state of
Texas, irrespective of the choice of law rules of any jurisdiction.

Any  controversy or claim arising out of or relating to this  Agreement,  or the
breach  thereof,  shall be settled by arbitration  administered  by the American
Arbitration  Association under its Commercial Arbitration Rules, and judgment on
the award  rendered  by the  arbitrator(s)  may be entered  in any court  having
jurisdiction thereof.

The  Parties  have  executed  the  foregoing  Agreement  on the  dates set forth
opposite their respective signature lines to be effective as set forth above.


REPRESENTATIVE                      WHITCO

Rep Company Name                    Whitco Company, LLP

By                                  By
  ------------------------------      ---------------------------------

Title                               Title
     ---------------------------         ------------------------------

Date                                Date
    ----------------------------        -------------------------------



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