f8k102608ex10i_magnegas.htm


    EXHIBIT 10.1


    Distribution
Agreement

     

    On and
between:

    


    Magnegas
Corporation

    35246 US
19#311

    Palm
Harbor FL 34684

    Hereinafter
known as the “Supplier”

    


    Boca
Bio-Fuels, Inc

    5076
Nifda Drive

    Smyrna,
GA 30080

    Hereinafter
known as the “Distributor”

    


    Whereas,
the Supplier wishes to supply the Products in the Territory and the Distributor
wishes to buy the Products from the Supplier to sell them on its own account to
the Customers in the Territory; this agreement, entered in on October 26, 2008
on by and between Magnegas Corporation (Supplier) and Boca BioFuels, Inc.
(Distributor) is as follows:

    


    1)      The
Supplier wishes to appoint the Distributor as its authorized exclusive
distributor for the welding and cutting Customers in the Territory and the
Distributor wishes to accept such appointment.

     

    2)      The
Supplier and the Distributor have entered into this document to record the terms
of their agreement.

    


    OPERATIVE
PROVISIONS

    


    Nature of
Agreement

    


    1.         
This Agreement establishes the relationship between the Supplier and the
Distributor for the sale of the Products by the Distributor on the Distributor’s
own account to the Customers in the Territory.

     

    2.        
  Nothing in this Agreement establishes or creates a principal and agent
relationship or a partnership or joint venture or franchise between the
parties.

     

    3.         
The Distributor acknowledges that it is a commercial buyer and that it is not a
consumer and that it is buying the Products for the purpose of re-sale or supply
on its own account to the Customers.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    4.           Each
contract for the supply of the Products by the Supplier to the Distributor shall
incorporate the terms of this Agreement.

     

    Appointment

    


    5.           The
Supplier appoints the Distributor as the exclusive distributor of the Products
to the Customers in the Territory of the greater Atlanta area, on the terms set
out in this Agreement.

    


    6.           The
Distributor accepts appointment as the exclusive distributor of the Products to
the Customers in the Territory, on the terms set out in this
Agreement.

    


    General
Terms

    


    7.           The
Distributor is hereby designated as an exclusive Distributor for the Greater
Atlanta Area for the reselling of Magnegas Industrial Gas for metal cutting and
welding.  This Distributor agreement only applies to Magnegas
specifically used for the metal cutting and welding market.  It does
not include all other markets for Magnegas including the automotive market,
natural gas market, industrial gas market, propane market, machinery power
market or any other market in which the gas is not directly used for metal
cutting and welding.

        

    8.         
The Supplier will provide 200 Cu. Ft. cylinders of Magnegas ordered by Customer
at the cost of $30.00 per cylinder, FOB Factory in Tarpon Springs
Florida.  Distributor and Supplier shall share equally the cost to
transport orders from factory in Tarpon Springs to Distributor. Terms for
payment are net 30 days.  Supplier has the right to reasonably change
the price of the cylinders with 30 days written notice to the
Distributor.

    


    9.           The
Distributor will be responsible for invoicing the customer and end –users and
collecting all retail payments.

    


    10.         The
Supplier will provide training for the initial Sales and Marketing agent of the
Distributor for a period of up to one week at the Tarpon Springs facility, with
reasonable on site sale call support, phone and email assistance.

    


    11.       
The Distributor will purchase a minimum of an average of 100 in order to remain
an exclusive distributor.    Distributor acknowledges that
in the second year, a minimum of an average of 250 cylinders per month will be
required to remain an exclusive distributor and this minimum will reasonably
increase each year thereafter.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    12.           The
Supplier shall not appoint other Distributors in the Territory for the metal
cutting and welding market.  However it is authorized to appoint other
Suppliers in the Territory and other Distributors for markets other than the
metal cutting and welding market such as the automotive market, natural gas
market, propane market and any other market in which the gas is not used for
metal cutting and welding.

    


    13.           The
cylinders are and will remain the property of the Supplier and will be returned
for refill only by the Supplier. Any lost Cylinders or damages to Cylinders that
prevent the filling of them will be charged to the Distributor, including any
loss use of cylinders or lost cylinders at a flat fee of $300.00 / per cylinder
replacement fee. Damaged valves or missing cylinder caps will be billed at
market fee cost for replacing or repairing.

    


    14.           Should
the Distributor direct a customer to the Supplier for a direct sale, due to
their high volume or bulk requirements, a 7% commission will be paid to the
Distributor, payable within 30 days of receipt of the full payment from said
customer.

    


    15.           The
Supplier will assist the Distributor with sales and sales leads whenever
possible.

    


    Representations

    


    16.           The
Distributor has or will obtain all necessary approvals, authorities and permits
(however described) from any competent authority to act as the Distributor of
the Supplier in the Territory.  Distributor understands that various
regulatory permits may be necessary in order to distribute the
product.

    


    17.           The
Distributor has or will obtain the necessary and reasonable commercial,
technical and marketing skills and resources to distribute the Products in the
Territory.

    


    18.           The
Distributor has examined all information relevant to risks, contingencies and
other circumstances which could affect its ability to carry out its obligations
under this Agreement and the likely profitability to it of this Agreement and
which is obtainable by making reasonable enquiries inquiries and the Distributor
has satisfied itself that it has the resources it requires to properly implement
this Agreement.

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    Territory

    


    19.           The
Territory consists of the Greater Atlanta Area (meaning the City of Atlanta,
Georgia and all territory within 60 miles of the City of Atlanta,
Georgia).

    


    20.          
The Distributor must not solicit orders for supply, supply or attempt to supply,
the Products outside the Territory without the written consent of the Supplier.
The Distributor acknowledges to the Supplier that this restriction is lawful,
reasonable and necessary to protect the market of the Supplier for the supply of
Products outside the Territory.

    


    Term

    


    21.          
The Terms of this agreement are for a one year period from the date of the
signature of this agreement, renewable by both parties and shall automatically
renew annually providing provided the minimum average monthly purchase is
met.  Beginning in the second year, the minimum average monthly
purchase will be 250 cylinders and will increase reasonably each year
thereafter. This minimum will be required in order for the Distributor to remain
exclusive to the Territory.

    


    Confidentiality

    


    22.           The
Distributor must ensure that it preserves the confidentiality of any
Confidential Information.

    


    23.           Any
Confidential Information received or obtained by the Distributor from the
Supplier under or as a result of this Agreement will not be used by the
Distributor for any purpose other than the proper performance of this Agreement,
and will be kept confidential and will not be disclosed by the Distributor,
except to the extent that the Confidential Information is disclosed as required
by a law or a competent court.

    


    24)           If
a party intends to make a public announcement in connection with this Agreement,
that party must refrain from making the announcement until the other parties
have approved the form and content of the announcement.  Such approval
must not to be unreasonably withheld or delayed (to the extent lawfully
allowable).

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    This
Agreement contains the entire understanding of the parties in respect of its
subject matter and supersedes as all prior written or verbal
agreements.

    


    Signed

     

    
      	      
              ____________________________

              
                Richard
      Connelly, President

                
                  Magnegas
      Corporation

                

              

            	      
              _______________________

              Don
      Lenci, President

              Boca
      Biofuels, Inc.