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     1.3 Re-distribution. During the term of this Agreement Distributor may establishor maintain a branch or distribution center as Distributor deems necessary for performance oftherights granted herein. During the term of this Agreement, Distributor may enter into aredistribution agreement or license with respect to the CT&T Products with any entitywhatsoever, provided, however, the terms of such agreement or license shall not be lessrestrictive then the terms of the license provided for herein.For this purpose, Distributor agrees to have its branch or distribution centers under itssupervision and responsibility set up proper facilities, including showrooms, spare parts, storagedepots, workshops and administration offices for automotive sales and services in the Territory,and to install and hook up signs on the facade of each showroom to signify and promote thecooperate identity and image of CT&T in compliance with CT&T’s guidelines. Furthermore, uponCT&T’s request, the Distributor agrees to provide detailed information on its branch ordistribution centers.     1.4 Limited Trademark License.          (a) Distributor is authorized to use the CT&T trademarks, service marks andtrade names (the “Marks”), as identified in writing to Distributor, solely in connection withthepromotion, sale and marketing of CT&T Products. The writing contains CT&T’s trademarkpolicies and procedures that Distributor must follow. Any unauthorized use or misuse of theMarks or any use which is not in compliance with CT&T’s procedures is a breach of thisAgreement. The Marks are and shall remain the exclusive property of CT&T. Distributor has norights except for a limited license to reproduce the Marks as necessary for Distributor tofullypromote and market the CT&T Products during the Initial Term and any Renewal Term(s).          (b) Distributor agrees that nothing in this Agreement gives it any right, title orinterest in the Marks (except the right to use the Marks in accordance with the terms of thisAgreement), and that the Marks are the sole property of CT&T and its affiliates. Distributorshall not directly or indirectly contest the validity or ownership of the Marks or CT&T’sright tolicense the Marks. Distributor agrees that any and all uses by Distributor of the Marks andthegoodwill arising therefore shall be limited to the identification of Distributor as anauthorizedDistributor of CT&T Products, and shall inure exclusively to the benefit of CT&T and itsaffiliates. Distributor will not seek to register, re-register, assert claim to ownershipof, licenseor allow others to use, or otherwise appropriate to itself any of the Marks or any mark ornameconfusingly similar thereto, or the goodwill symbolized by any of the foregoing, except to theextent this action inures to the benefit of, and Distributor has obtained the prior writtenapprovalof CT&T.
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          (c) Both Parties agree that all CT&T’s Product sold to the ExclusiveCustomers stated under EXHIBIT B-1. Distributor may sell the Products under a PrivateBrandName such as T3 and/or CT Series. However, for the Non-Exclusive Customers stated underEXHIBIT B-2, both Parties agree to promote CT&T Brand Names at its best effort.          (d) The obligations undertaken by Distributor pursuant to this Section 1.5 shallsurvive termination of this Agreement, and in the event of such termination, Distributoragreesnot to register or use any trademarks or trade names that are the same as, or confusinglysimilarto, the Marks, and Distributor will surrender or abandon its use or ownership of any tradenameor style containing any mark or trade name confusingly similar to that of CT&T or anyaffiliatethereof.     1.5 Non-exclusive License. Subject to the restrictions of Sections 1.1, and 1.2 andthe rights granted thereunder, CT&T reserves the right to promote and sell CT&T Products topresent or future customers directly or through its employees, subsidiaries, affiliates, andCT&Thas the right to appoint and resell the CT&T Products to other distributors.     1.6 No Knowing Solicitation of Other Parties’. During the term of thisAgreement, CT&T will exercise best efforts not to target Distributor’s current or futureemployees, affiliates, or contractors, including without limitation, Level 4 Equipment orcompanies related to Greg Christos and Col. James Magee, (the “Distributor’s Associates”), norknowingly solicit Distributor’s Associates on the basis of any information Distributor mayprovide, or which CT&T may naturally acquire through the relationship of the parties, such ascontract information or shipping information or address.     1.7 Relationship Between the Parties. The relationship between CT&T andDistributor is that of independent contractors and under no circumstance shall any of theemployees of one party be deemed to be the employees of the other. This Agreement shall notbe construed as authority for either party to act for the other party in any agency or othercapacityor to make commitments of any kind for the account of, or on behalf of, the other party,except tothe extent, and for the purposes of, expressly provided herein. Distributor acknowledges thatit isnot, and shall not hold itself out as, a joint venture, franchisee, partner or employee ofCT&T.The relationship created by this Agreement is not intended by the parties to constitute thegranting of a franchise to Distributor by CT&T. Distributor expressly acknowledges andconfirms that it has not paid and will not pay any fee to CT&T in connection with thisAgreement and that none of the terms, conditions or amounts provided for in this Agreement canbe characterized to constitute such a fee.**2. PURCHASE AND RESALE OF CT&T PRODUCTS AND SERVICES**     2.1Sale of CT&T Products. Distributor shall purchase the CT&T Products from CT&Tand its affiliate company, such as Royal laser mfg of Canada and shall sell CT&T Products toDistributor’s Customers subject to all applicable laws, if any, now or hereafter
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filed with federal, state or foreign authorities. Distributor can order from CT&T, and itsaffiliate company, such as Royal laser mfg of Canada and CT&T shall sell to Distributor.     2.2 No Proprietary Interest. Neither Distributor nor any of Distributor’sCustomers shall acquire any proprietary interest in any specific CT&T product, which shallremain CT&T’s property.**3. PAYMENT FOR CT&T PRODUCTS**     3.1 CT&T Charges. Distributor shall promptly pay to CT&T all sums due(“CT&T Charges”) for the CT&T products, which amounts shall be calculated and paid asagreed. Thereafter, rates for the CT&T Products and the purchase of CT&T Products will berenegotiated annually effective on the anniversary of the Effective Date (the “AnniversaryDate”).     3.2 Price Protection. Notwithstanding the provisions of Section 3.1, the partiesagree that should CT&T, at any time during the term of the Agreement, shall provide a thirdparty, within the Territory, with a price and terms more favorable then stated in theAgreement and any exhibit or attachment thereto, then CT&T shall immediately, and withoutany further action on the part of Distributor, afford Distributor such similar preferredterms.     3.3 Distributor’s Right to Determine Prices for Distributor’sCustomers.Distributor agrees not to advertise or price the CT&T Products below what Distributor paidCT&T for the CT&T Products. Distributor shall determine, within CT&T’s knowledge, thecharges to bill and collect from the Distributor’s Customers for the CT&T Products providedunder this Agreement. Distributor shall bear all risks of