Unassociated Document


    

      Exhibit
        10.1

       

      AGENCY
        AGREEMENT 

       

      USA
        Petrovalve Inc. 

       

      7030
        Empire Central Drive 

       

      Houston,
        Texas 77040 

       

      THIS
        AGREEMENT, effective the 1st
        day of
        January, Two Thousand four, by and between USA
        Petrovalve, Inc.
        (“Petrovalve”), a business corporation incorporated in the State of Texas, USA,
        herein represented by its duly authorized and empowered undersigned
        representative; and
        Servicios Tecnicos Petrovalve C.A.
        (“Agency”), represented herein by its duly authorized and empowered undersigned
        representative, witness that: 

       

      WHERAS,
        Petrovalve is the manufacturer and marketer of various products in the oil
        and
        gas industry, and desires to contract with Agency to assist in the marketing
        of
        such products; and 

       

      WHERAS,
        Agency desires to carry out the services of promoting and distributing the
        products of Petrovalve (“products”) within the Territory of Venezuela
        (“Territory”); 

       

      NOW,
        THEREFORE, it is agreed by and between the Parties hereto, for and in
        consideration of the mutual covenants contained herein, as follows:


       

      
        	
                1.
                  

                 

              	
                 
                  

                 

              	
                Agency
                  will as the sole agent and representative of Petrovalve for Venezuela
                  promote the sale and distribution of the products with the Territory;
                  will
                  seek inquiries from potential customer for information on the full
                  range
                  of products of Petrovalve, and to take whatever actions are reasonably
                  effective in assuring that Petrovalve is included on the approved
                  Vendor/Bidder listings for all contracts requiring products of
                  Petrovalve.
                  Further, Agency will take all reasonable actions to ensure that
                  Petrovalve
                  is registered and authorized to conduct business in any part, portion,
                  or
                  governmental subdivision of the Territory. Agency agrees that it
                  will seek
                  to obtain a competitive position for the products/quotations of
                  Petrovalve, and will supply Petrovalve all information regarding
                  competitors’ products, services and prices.


              


      

      


      Agency
        further agrees that it will not act in competition with Petrovalve, or as
        an
        agency for any other entity that is, or may be in competition with Petrovalve.
        

       

      Agency
        will, at all times, clearly represent itself to any and all potential customers
        as the agency of Petrovalve’s product lines. 

       

      Agency
        will, at the request of Petrovalve, provide Petrovalve with a comprehensive
        list
        of Agency’s other principals and product lines handled by Agency; for the
        purpose of assuring the Parties hereto that no competitors or competitive
        product lines are being handled or represented by Agency in violation hereof.
        

       

      Agency
        acts hereunder and is only an independent contractor, and this Agreement
        does
        not establish the relationship of the Parties hereto as joint ventures, agents,
        associates, partners, or any other relationship. 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
      

      Agency
        also has the option to purchase goods or services supplied by Petrovalve.
        Commissions will not be paid on direct distributor purchases, but a discount
        will be granted to Agency, as set forth hereinafter. It is agreed that title
        of
        any of Petrovalve’s products transferred to Agency under the direct Agency shall
        be in the name of Agency and shall be transferred only upon the full payment
        for
        such goods or services to Petrovalve by Agency. 

       

      
        	
                2.
                  

                 

              	
                 
                  

                 

              	
                Reports.
                  Agency will provide Petrovalve, at the end of each calendar month,
                  a
                  summary report including all calls, proposals, and sales made during
                  such
                  calendar month; and Agency will provide, along with that report,
                  a
                  forecast projection by Agency of expected activities and sales
                  during the
                  subsequent calendar month. 

              


      

      


      Agency
        will provide Petrovalve, at the end of each calendar quarter, a report on
        any
        and all quotations and proposals that were not accepted, and any and all
        sales
        that were not consummated; with comments and reasons by Agency for such results.
        Such report will also include any and all information that would prove helpful
        and useful to Petrovalve in the marketing of the products of Petrovalve.
        

       

      
        	
                3.
                  

                 

              	
                 
                  

                 

              	
                Customers.
                  Agency will use its best efforts hereunder to secure appointments
                  with and
                  access to potential customers for Petrovalve, assuring that any
                  such
                  appointments will be with representatives of the potential customers
                  with
                  power to contract for and on behalf of such potential customers.
                  

              


      

      


      Agency
        will use its best efforts to assure that any potential customers have sufficient
        credit rating to do business with Petrovalve, and will assist any such potential
        customers in establishing credit worthiness and improvement in credit rating.
        

       

      Agency
        will also assist Petrovalve in the collection of any and all past-due debts
        from
        customers of Petrovalve in the Territory set forth in this Agreement.


       

      Any
        goods
        returned by Agency, the acceptance of which return is at the sole discretion
        of
        Petrovalve, shall be subject to a restocking charge by Petrovalve. 

       

      
        	
                4.
                  

                 

              	
                 
                  

                 

              	
                Indemnity.
                  Agency releases Petrovalve and will save, indemnify, defend, and
                  hold
                  Petrovalve, and Petrovalve’s officers, directors, agents, affiliates,
                  subsidiaries, and Petrovalve’s parent corporation harmless from and
                  against any and all liabilities, losses, or damages, claims, demands,
                  causes of action, suits, and associated expenses (including, but
                  not
                  limited to court costs, expert witness fees, investigative expenses,
                  and
                  attorneys’ fee), and awards arising in favor of Agency, any third party,
                  or customer as a result of, or in connection with the performance
                  of
                  services by Petrovalve or by Agency, except if caused by the gross
                  negligence of Petrovalve. Agency agrees that indemnity obligations
                  hereunder will be supported by adequate insurance coverage subject
                  to the
                  approval of Petrovalve. 

              


      

      
      

      
        	
                5.
                  

                 

              	
                 
                  

                 

              	
                Agency
                  agrees that any bid bond costs or performance bond costs required
                  in
                  connection with any order or contract with a customer will be borne
                  by
                  Agency, unless otherwise agreed to in writing by the Parties hereto.
                  

              


      

      
      

      
        	
                6.
                  

                 

              	
                 
                  

                 

              	
                Petrovalve
                  will supply to Agency any and promotional materials, sales materials,
                  pamphlets, brochures, data sheets, and information reasonably needed
                  by
                  Agency to carry out Agency’s obligations hereunder.
                  

              


      

        



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       
        

      Petrovalve
        will furnish and provide sales assistance relating the products, including,
        but
        not limited to available written information, reasonable technical visits
        and
        assistance. 

       

      Any
        potential customer who has been contacted by Agency may be given a quote,
        bid,
        or proposal directly by Petrovalve, and Petrovalve will simultaneously notify
        Agency of any such direct contact. No such direct contact by Petrovalve will
        adversely affect any rights provided for in this Agreement. However, if
        Petrovalve receives any inquiry form any potential customer located in Agency’s
        Territory hereunder, for products of Petrovalve, and such potential customer
        has
        not been contacted by Agency, Petrovalve will notify Agency of such direct
        contact. Compensation for Agency will be as set forth in this Agreement.
        Further, if Petrovalve receives any inquiry from a potential customer outside
        the Territory, but where the ultimate delivery destination of the products
        is to
        be within the Territory of Agency, then Petrovalve will quote a price that
        includes the commission of Agency provided for herein. 

       

      
        	
                7.
                  

                 

              	
                 
                  

                 

              	
                No
                  commission will be paid Agency on any sales of products that have
                  been
                  directly purchases by Agency from Petrovalve. On any such direct
                  purchase
                  by Agency from Petrovalve, Petrovalve will give to Agency a discount
                  of
                  twenty- five (25%) per cent off the published US Dollar Price List
                  (Suggested End User price). 

              


      

       

      All
        invoices originating from Petrovalve shall be paid in US Dollars FOB
        Petrovalve’s Plant, or by Agency’s supplying Petrovalve a guaranteed, fully
        accessible letter of credit from a bank approved by Petrovalve. 

       

      
        	
                8.
                  

                 

              	
                 
                  

                 

              	
                In
                  all cases where the Agency is owed commission on sales of the Petrovalve
                  products, at the end of each calendar month, Petrovalve will furnish
                  to
                  Agency written statements of commissions on all orders invoiced
                  during
                  such calendar month, commissions pending on all orders invoiced
                  during
                  prior calendar months but which have not been paid, and commissions
                  on all
                  invoices paid during the calendar month. Otherwise, no commissions
                  shall
                  be due for sales made under the conditions described in the last
                  paragraph
                  of Section 6.above. 

              


      

      


      In
        no
        case shall Petrovalve be responsible for expenses incurred by Agency during
        the
        course of Agency’s duties hereunder, unless agreed to in writing by the Parties
        hereto prior to the incurring of such expenses by Agency. 

       

      
        	
                9.
                  

                 

              	
                 
                  

                 

              	
                Commissions
                  and Payment. In all cases where commissions are payable hereunder,
                  Petrovalve, Petrovalve will pay to Agency a commission in the amount
                  of
                  ten (10%) per cent of any and all amounts received by Petrovalve
                  on
                  invoices to customers obtained by Agency. Payment of commissions
                  to Agency
                  will be made by Petrovalve as soon as payment of invoice is received
                  by
                  Petrovalve, or at a reasonable time thereafter after processing
                  of same.
                  

              


      

      
      

      
        	
                10.
                  

                 

              	
                 
                  

                 

              	
                Venue.
                  This Agreement is and shall be subject to and enforceable under
                  the Laws
                  of the State of Texas, U.S.A., and the proper Courts therein.
                  

              


      

       

      
        	
                11.
                  

                 

              	
                 
                  

                 

              	
                This
                  Agreement is binding upon the Parties hereto, their employees,
                  officers,
                  directors, agents, affiliates, subsidiaries and parent companies.
                  Neither
                  Party may assign this Agreement without the prior written approval
                  of the
                  other Party. Any assignee will be bound by the provisions of this
                  Agreement as thought the assignee were an original Party hereto.
                  

              


      

      
      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

           

      

      
        	
                12.
                  

                 

              	
                 
                  

                 

              	
                In
                  any dispute hereunder, or claim made by any Party hereto against
                  the other
                  Party, the successful Party may recover any and all costs of collection,
                  arbitration, meditation, and litigation, including reasonable attorneys’
                  fees. 

              


      

       

      
        	
                13.
                  

                 

              	
                 
                  

                 

              	
                Petrovalve
                  respects the right, and such right is acknowledged by Agency, to
                  improve,
                  modify, or change any and all products manufactured by Petrovalve
                  and/or
                  subject to this Agreement, without regard to Agency or Agency’s customers,
                  clients, or contacts and their inventories.


              


      

      


       

      
        	
                14.
                  

                 

              	
                 
                  

                 

              	
                Term.
                  This Agreement shall have a term of four (4) years from the effective
                  date
                  hereof. However, either Party may terminate this Agreement at any
                  time by
                  giving written notice of such termination to the other Party at
                  least
                  ninety (90) days prior to the effective date of such termination.
                  Upon any
                  termination hereof, the Agency shall return to Petrovalve any and
                  all
                  literature, drawings, models, customer records, technical data,
                  and other
                  materials relating to the business and products of Petrovalve.
                  

              


      

      


      WHEREUPON,
        the Parties hereto have executed this
        Agreement effective the date and date first above set forth.

         

       

       

       

      
        	 	 	USA
                PETROVALVE, INC 	 
	 	 	 	 
	 	 	By:
                ______________________________	 
	 	 	 	 
	 	 	SERVICIOS
                TECHNICOS PETROVAL C.A Agency 
	 	 	 	 
	 	 	By:
                ______________________________ 	 
	 	 	 	 
	 	 	 	 


      

       

       

      UNITED
        STATES OF AMERICA, STATE OF TEXAS, COUNTY OF HARRIS BE IT KNOWN, that before
        me,
        the undersigned Notary Public, duly commissioned and qualified in and for
        the
        nation, state, and county aforesaid, personally came and appeared Oscar Rivas
        who, upon being duly sworn, dod depose that he is an officer and authorized
        representative of USA Petrovalve, Inc., and as such, executed the above Agency
        Agreement for and on behalf of the corporation and for the purposes stated
        therein.

       

      
        	 	 	_______________________________ 	 
	 	 	NOTARY
                PUBLIC 	 
	 	 	Typed
                Name: Rosalie T. Melia    	 
	 	 	Commission
                Expires: 08/13/2006