FABRICATOR
        AGREEMENT

      


      THIS
        AGREEMENT made this 11day of 11, 2003 by and among US Polymers, Inc., a
        California corporation (the “Company”), and The Vinyl Fence Company., a ______
        (the “Fabricator”), with reference to the following facts:

      


      WHEREAS,
        Company
        manufactures and distributes materials, parts and supplies (the “Materials”)
        used to fabricate, install, market and sell vinyl fencing and patio covers
        (the
“Products”) and has the exclusive right to the know-how, processes, concepts,
        designs, patterns, systems diagrams, devices drawing, plans, developments,
        experiments, formulations, trademarks, tradenames and other information relating
        to and used to fabricate, market and sell the Products under the brand name
        “DuraMAX” (the “System”) throughout the United States;

      


      WHEREAS,
        Fabricator is engaged in the fabrication and selling of vinyl fencing and
        related products and wishes to buy Materials from Company for the purpose
        of
        assembling custom vinyl fencing from the Materials in accordance with the
        System
        and selling the Products under one or more trademarks owned by the Company
        (the
“Trademarks”); and

      


      WHEREAS,
        Fabricator desires to obtain from Company, and Company has agreed to grant
        to
        Fabricator, certain rights with respect the Materials, Products and the System,
        all in accordance with the terms and conditions of this Agreement.

      


      NOW,
        THEREFORE THIS AGREEMENT WITNESSES
        that, in
        consideration of the payments, covenants and agreements herein contained,
        and
        provided for, the parties agree as follows:

      


      SECTION
        1

      DEFINITIONS

      


      1.01
        As
        used in this Agreement the term:

      


      (a) “System”
        shall mean, in addition to the recitals above, all present and future processes,
        trade secrets, trademarks, engineering, design, process and operating
        information, inventions, developments, patent applications, technical data
        and
        other scientific and technical information relating to process licensed by
        and
        Company relating in any way to any of the Materials or Products distributed
        by
        Company.

      


      (b) “Territory”
        shall mean the geographic area licensed to Fabricator as provided on Exhibit
“A”, attached hereto and incorporated herein by this reference.

      


      (c) “Materials”
        in addition to the recitals above, shall mean all components, parts, extrusions
        and molds used in the fabrication of the Products.

      


      (d) “Products”
        shall mean the Company products that are identified on Exhibit “B” attached
        hereto and incorporated herein by this reference, which may be amended from
        time
        to time by written agreement of the parties. For each Product set forth on
        Exhibit “B”, there is included a list of the Materials that will be supplied to
        Fabricator pursuant to the Terms and Conditions of this Agreement.

      


      SECTION
        2

      DISCLOSURE
        OF KNOW-HOW

      


      2.01 As
        soon
        as practicable following execution of this Agreement by the parties, Company
        will make disclosure of the System to Fabricator’s designated personnel during a
        two (2) day training period at Company’s offices in Commerce, California.
        Fabricator shall not be required to pay a fee or other remuneration to the
        Company for such training but Fabricator shall pay all travel, accommodation
        and
        other expenses for its personnel.

      


      2.02 Company
        shall, from time to time, through its qualified personnel provide Fabricator
        with required disclosures
        and instructions.

      


      2.03 All
        disclosures of the System shall be subject to the terms of Section 8, below,
        “Confidentiality”.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SECTION
        3

      GRANT
        OF RIGHTS

      


      3.01 Company
        grants to Fabricator:

      


      (a) An
        exclusive license to use the System in Fabricator’s operations, and to fabricate
        the Products, only in the Territory; and

      


      (b) A
        non-exclusive license to sell the finished Products, namely Dura Max vinyl
        fencing, anywhere in the world.

      


      Company
        shall provide Fabricator with all sales leads within the Territory which
        it
        obtains; provided, however, that nothing contained herein shall obligate
        Company
        to provide Fabricator with any sales leads in the Territory.

      


      3.02 Fabricator
        acknowledges that Company has valid and subsisting intellectual property
        rights,
        including patents, inventions, trademark, trade secrets, copyrights and know-how
        relating to the Materials, the construction and assembly of the Products,
        the
        design thereof, and the design, assembly and function of the Products and
        the
        Materials (the “Intellectual Property”). Company hereby grants the Fabricator a
        royalty-free, non-exclusive license to use the Intellectual Property only
        for
        the purpose of assembling Products from Materials and reselling those products
        under the Trademarks, in accordance with the terms and conditions of this
        Agreement. Upon termination of this Agreement for any reason, the license
        granted hereunder shall immediately terminate, and Fabricator’s further use of
        the Intellectual Property shall constitute both a breach of this Agreement
        and
        an infringement of the Intellectual Property.

      


      3.03 Notwithstanding
        anything else contained in this agreement, it is expressly understood and
        agreed
        that the accounts listed on Exhibit “C” attached hereto and incorporated
        herein by this reference, if any, shall be considered Common accounts (the
        “Common Accounts”) and both Company and Fabricator shall have the right to sell
        Products to these Common Accounts.

      


      SECTION
        4

      MATERIALS
        AND PRODUCTS

      


      4.01 Fabricator
        agrees to purchase exclusively from Company all Materials required by Fabricator
        to fabricate the Products at the prices listed in Exhibit “B” attached
        hereto or at such other prices and terms as may be established by Company
        from
        time to time.

      


      4.02 Fabricator
        agrees to display the trademark “DuraMAX”, together with applicable registration
        particulars, in such a manner as Company may direct, on all Products and
        marketing materials relating thereto produced, distributed and/or sold by
        Fabricator.

      


      4.03 Fabricator
        shall not obtain Materials for Products from any other source other than
        Company. Fabricator acknowledges that the Materials listed on Exhibit “B” for
        each Product represent material elements of that Product, and that the use
        of
        the Materials not supplied by Company may adversely affect the quality or
        other
        characteristics of each such Product. In the event Fabricator determines
        that
        Materials which are not manufactured by Company are required for fabrication
        of
        certain of the Products (the “Unavailable Materials”), Licensee shall give
        notice to Company (the “Unavailable Materials Notice”) setting forth the exact
        specifications of the Unavailable Materials, the quantity required, the proposed
        third party source of the Unavailable Materials, the price to be paid and
        other
        material terms of the proposed supply contract. Company shall have the right,
        for a period of thirty (30) days after receipt of the Unavailable Materials
        Notice, to notify Licensee in writing that Company intends to supply the
        Unavailable Materials to Licensee at the price and terms set forth in the
        Unavailable Materials Notice. If Company elects to supply the Unavailable
        Materials, Licensee shall not be permitted to acquire the Unavailable Materials
        from any outside source, but shall be required to purchase all such Unavailable
        Materials from the Company. If Company does not so elect to supply the
        Unavailable Materials, Licensee shall be entitled to procure the Unavailable
        Materials from the designated third party source, on the price and terms
        set
        forth in the Unavailable Materials Notice until such time that Company decides
        it can or wants to supply such Unavailable Materials.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      4.04
        Company warrants that all Materials will conform to specification as provided
        to
        Fabricator from time to time. For each product listed on Exhibit “B”, Company
        shall supply to Fabricator its confidential specifications for the assembly
        of
        such Products. Fabricator shall assemble the Materials into products as to
        compliance with the specifications supplied by the Company. Products shall
        be
        labeled and packaged in accordance with the Company’s specifications, using the
        Company-supply packaging materials whenever so required by the Company’s
        specifications.

      


      SECTION
        5

      SALES

      


      5.01 Sales
        by
        Fabricator of Products within the Territory shall be in accordance with sales
        goals, plans, advertising, budgets and policies as shall be mutually agreed
        upon
        in writing by Company and Fabricator. Fabricator shall not fabricate, distribute
        or offer for sale any vinyl fencing products which are competitive with the
        Products or offer for sale, in connection with any business in which it uses
        or
        displays any of the System’s names and marks, any products which are not
        Products manufactured by Fabricator from Materials purchased from
        Company.

      


      5.02 Fabricator’s
        volume of purchased Materials will be reviewed on a semi-annual basis, for
        reporting periods ending June 30 and December 31 of each calendar year during
        the Term. Subject to the provisions below, after the first six (6) months
        of the
        Term (defined below) if Fabricator’s net purchases of Materials are less than
        seventy percent (70%) in any June 30 mid-year review, or less than one hundred
        percent (100%) in any December 31st year end review, of the minimum
        purchase requirements set forth in Exhibit “D” attached hereto and
        incorporated herein by this reference (the “Minimum Purchase Requirements”),
        Company shall have the right to terminate this Agreement pursuant to Section
        9.03, below.

      


      5.03 Fabricator
        shall devote its best efforts to the sale and promotion of sales of the Products
        within the Territory so as to achieve maximum sales for the Products within
        the
        Territory. Upon Fabricator’s request and at Fabricator’s expense, Company shall
        provide brochures, sales literature, marketing information and data sheets
        to
        Fabricator at Company’s cost, for distribution to purchasers and potential
        purchasers of Products in the Territory. Company agrees to advertise
        cooperatively with Fabricator, on an annual basis, in an amount equal to
        the
        lesser of: (i) one-third (1/3) of the amount actually spent by Fabricator
        advertising DuraMAX products during the preceding twelve (12) months; or
        (ii)
        1.5% of Fabricator’s annual net purchases from Company.

      


      5.04 Fabricator
        shall provide and maintain, at Fabricator’s sole expense, facilities adequately
        staffed by qualified personnel for purposes of efficient repair and maintenance
        of all Products sold by Fabricator. All such repairs and maintenance services
        shall be performed by Fabricator with respect to the Products in accordance
        with
        the standards and procedures furnished to Fabricator by Company from time
        to
        time, including without limitation, all manuals and similar aids.

      


      5.05 Purchase
        Orders.

      


      (a) All
        purchase orders Company receives for Materials from the Fabricators shall
        be
        made on Company’s standard purchase forms which shall set forth (i) an
        identification of the Materials ordered, (ii) quantities of each, (iii)
        requested delivery dates and (iv) shipping instructions and shipping address.
        Payment shall be due thirty (30) days from the date of receipt of Materials
        by
        Fabricator. A finance charge of one and one-half (11⁄2%) per
        month, or
        the maximum rate allowed by law, whichever is lesser, will be added to the
        amount of all late payments. Company reserves the right to change prices,
        upon
        thirty (30) days prior written notice to Fabricator.

      


      (b) Company
        agrees that all purchase orders shall be expeditiously handled, and that
        Company
        shall use its best efforts to handle the volume of Materials that Fabricator
        may
        order during the term of this Agreement. Notwithstanding anything to the
        contrary contained in this Agreement, Company may refuse to accept or fill
        purchase orders for any credit reason, including Fabricator’s failure to pay for
        a prior shipment of Materials in a timely fashion.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c) All
        Materials received by Fabricator shall be deemed to have been accepted by
        Fabricator unless Fabricator sends Company written notice of non-acceptance
        by
        mail or facsimile within ten (10) business days of the receipt of such
        Materials. In the event of any shortage, damage or discrepancy in or to a
        shipment of Materials, Fabricator shall promptly report the same to Company
        and
        furnish such written evidence or other documentation as Company may reasonably
        request. Company shall not be liable for any such shortage, damage or
        discrepancy unless Company has received notice of same thereof from Fabricator
        within ten (10) business days after receipt of the Materials by Fabricator.
        If
        the substantiating evidence delivered by Fabricator shall reasonably demonstrate
        that Company is responsible for such shortage, damage, or discrepancy, Company
        shall give an immediate credit for such Material to Fabricator.

      


      (d)
        Fabricator shall keep the Materials free and clear of all levies, liens,
        charges
        and encumbrances and shall pay all fees, assessments, charges and taxes,
        whether
        municipal, state or federal, which may now or hereafter be imposed upon the
        ownership, licensing, sale, possession or use of the Materials.

      


      5.06
        Quality
        Control.

      


      (a) Fabricator
        agrees that all Products marketed and sold under the Agreement shall satisfy
        Company’s quality standards and shall comply with all applicable laws, including
        health, safety, and regulatory standards;

      


      (b) Fabricator
        shall, upon Company’s request, submit to Company for Company’s approval three
        (3) representative samples of any Product that Fabricator is selling under
        this
        Agreement. Company shall notify Fabricator in writing whether it approves
        of the
        samples and whether such samples, conform to the requirements for Products
        under
        the Agreement. Fabricator shall promptly incorporate any such corrections
        or
        revisions required by Company into such Products;

      


      (c) In
        the
        event Fabricator is also the installer of products, Fabricator agrees to
        perform
        such installation in a good and workmanlike manner, in accordance with all
        applicable laws, ordinances and regulations of competent public authority.
        Installation work shall be performed in accordance with policies and procedures
        established by the Company from time to time. Fabricator shall provide Company,
        upon Company’s request, with a list of names, addresses and contact numbers of
        customers for whom Fabricator installs Products, and shall cooperate with
        Company in obtaining the permission of Customers for quality control inspections
        as may be reasonably requested by Company.

      


      (d) If
        Company determines, in its sole discretion, that any of the Products
        manufactured or sold by Fabricator do not conform to the previously approved
        samples, Company may so notify Fabricator in writing that it is immediately
        withdrawing the license to use the Trademarks and Fabricator agrees that
        it will
        cease and desist any and all such use, either directly or indirectly,
        immediately upon its receipt of such notice until notified in writing by
        Company
        that it may resume such use;

      


      (e) Fabricator
        shall notify Company if more than twelve percent (12%) of the Products sold
        by
        Fabricator during any month during the term, whether installed or uninstalled,
        have been the subject of complaints or have been returned by purchasers as
        defective. Fabricator shall issue such notice within ten (10) days of the
        occurrence of such condition and shall include with the notice a written
        plan
        outlining the steps Fabricator shall take to reduce the incidence of complaints
        or defects and the schedule for implementing such steps.

      


      (f) Fabricator
        shall not use the Trademarks or commit or omit any act or pursue any course
        of
        conduct that: (i) might tend to bring the Trademarks into disrepute; (ii)
        might
        in any way be likely to damage the goodwill and reputation attaching to the
        Trademarks or (iii) might in any manner be likely to dilute the value or
        strength of the Trademarks or registrations thereof. Fabricator shall use
        the
        Trademarks in the Territory strictly in accordance with the legal requirements
        applicable in the Territory. Whenever Fabricator uses any of the Trademarks
        that
        are registered on any Product, packaging, label, advertising or other material
        of any kind, such Product or Material must be marked to indicate ownership
        and
        registration in accordance with applicable law, and must conform to the style
        or
        other requirements of the Company.

      


      (g) In
        connection with the Products, Fabricator shall make no use of child, prison,
        or
        slave labor, nor shall Fabricator engage in any unfair labor practice or
        violation of human rights. Company, directly or through an independent agent,
        shall have the right to engage in reasonable inspections of each manufacturing
        facility in which the Products are made by or for Fabricator, without notice
        to
        Fabricator, to ascertain Fabricator’s compliance with this
        provision.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SECTION
        6

      INSURANCE

      


      During
        the term of this Agreement, Fabricator shall maintain general liability,
        insurance, including product hazard insurance, and other insurances in such
        amounts and providing against such risks and which such deductibles as Company
        may from time to reasonably specify and with insurers agreed upon by Fabricator
        and Company and which are legally entitled to provide such coverages. Fabricator
        shall name Company as an additional insured and shall obtain appropriate
        waivers
        of subrogation and other customary endorsements. Without limiting the generality
        of the foregoing, throughout the term of this Agreement. Fabricator shall
        carry,
        at Fabricator’ sole cost and expense, commercial general liability insurance,
        including product liability and completed operations coverage and broad form
        vendors and contractual liability endorsements, in the amount of not less
        than
        $2,000,000 combined single limit per occurrence, without any portion of such
        insurance designated as self-insurance and with such insurance to be primary
        over and above any other insurance available to the Company. Such coverage
        shall
        be on a date of occurrence form, shall name Company as an additional insured,
        and shall provide for a waiver of subrogation in favor of Company. Fabricator
        shall deliver to Company, as of the date this Agreement is accepted or work
        begins on the goods to be delivered hereunder, a certificate of insurance
        showing Company as an additional insured under the foregoing insurance coverage
        and providing that such insurance shall not lapse or be canceled or modified
        until the Company has been given ten (10) days prior written notice of the
        intended cancellation or modification.

      


      SECTION
        7

      WARRANTY

      


      7.01 All
        sales
        to Fabricator shall be subject to the Company’s standard warranty in effect at
        the time of shipment. The Company’s warranty can be found in Exhibit “E”
        attached hereto. Fabricator shall be entitled to pass such warranty on to
        its
        customers, and the Company agrees to promptly comply with all warranty claims,
        whether made by Fabricator or by third parties.

      


      7.02 Fabricator
        shall be responsible for satisfying all warranty claims made by purchasers
        of
        the Products; provided, however, that with regard to any warranty claim relating
        to materials supplied by Company or the design of any Product, Fabricator
        shall
        supply to the Company documentation of the claim sufficient for the Company
        to
        determine whether the claim is related to materials or product design. If
        the
        Company determines that the claim is related to Materials or product design,
        it
        shall issue a credit to Fabricator for the costs of replacement Materials,
        or if
        a design defect, for the cost of the replacement Product; provided further
        that
        when appropriate, Fabricator shall use its commercially reasonable efforts
        to
        repair or replace only those Materials that are defective.

      


      7.03 EXCEPT
        AS
        EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY DISCLAIMS ANY WARRANTIES WITH
        RESPECT TO PRODUCTS AND MATERIALS SOLD TO FABRICATOR, WHETHER EXPRESS OR
        IMPLIED, WHETHER WRITTEN OR ORAL, AND WHETHER OR NOT FROM ANY USAGE OR TRADE
        OR
        COURSE OF DEALING, AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
        DESIGN, CONDITION, MATERIAL, WORKMANSHIP, CAPABILITY, QUALITY, SUITABILITY,
        DURABILITY, PERFORMANCE, OR OTHERWISE. THERE ARE NO WARRANTIES WHICH EXTEND
        BEYOND THE DESCRIPTION ON THE FACE HEREOF.

      


      SECTION
        8 

      CONFIDENTIALITY

      


      8.01
        Fabricator, its directors, officers, shareholders, members, managers and/or
        partners acknowledge that the System and Intellectual Property disclosed
        pursuant to the provisions of this Agreement is confidential. Fabricator,
        its
        directors, officers, shareholders, members, managers and/or partners also
        acknowledge that during the term of this agreement Fabricator may have access
        to
        learn, or be provided with, other information relating to the Products and
        System and Company’s business which are confidential. This confidential
        information includes, but is not limited to, all knowledge and information
        that
        the Fabricator acquires from the Company regarding the design, operation,
        manufacturing, packaging and marketing of the Products and System.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Fabricator
        agrees that, during the term of this agreement or for two (2) years after
        the
        termination of this agreement, Fabricator, and its directors, officers,
        shareholders, members, managers and/or partners will not disclose, directly
        or
        indirectly, to any person or entity, the System or the Intellectual Property,
        except for information which:

      


      (a) was
        already known to the Fabricator at the time of its receipt;

      


      (b) has
        been
        published or is otherwise within the public knowledge or generally known
        to the
        public at the time of its disclosure to the Fabricator;

      


      (c) comes
        into public domain without any breach of this Agreement; or

      


      (d)
        becomes known or available to the Fabricator, other than as a result of the
        activities of the Company and without any breach of this Agreement by the
        recipient.

      


      8.02 Fabricator
        acknowledges that the System and the Intellectual Property, including without
        limitation, the special techniques, analyses, methods, computer hardware
        and
        software systems, and customer and supplier lists belong to the Company and
        contain specialized information not generally known in the industry and
        constitute the Company’s trade secrets as defined in the Uniform Trade Secrets
        Act. In order to protect Company’s trade secrets and other confidential
        information, and, in order to prevent the use of Company’s trade secrets and
        other confidential information from giving Fabricator an unfair competitive
        advantage in the business of manufacturing, packaging and selling a competitive
        vinyl Fence shutters systems, Fabricator covenants and agrees that it and
        its
        directors, officers, shareholders, and employees shall not during the term
        of
        this agreement, including any renewal term, and for a period of three (3)
        years
        from the date of termination of the agreement, utilize or disclose to any
        third
        parties the System or the Intellectual Property.

      


      8.03 Fabricator
        acknowledges and agrees that any violation of the provisions contained in
        this
        Section 8, will cause such damage to Company as may be irreparable or impossible
        to ascertain, and Fabricator agrees that Company will be entitled to an
        injunction issued out of any court of competent jurisdiction restraining
        such
        violation by Fabricator, and such rights to an injunction shall be cumulative
        and in addition to any other remedies Company may have under the provisions
        of
        this Agreement and applicable law.

      


      


      SECTION
        9

      TERMINATION

      


      9.01 Subject
        to termination provisions below, this Agreement shall remain in full force
        and
        effect for a period of two (2) years from the date hereof (the “Initial Term”).
        Prior to the end of the Initial Term, the parties shall negotiate regarding
        new
        Minimum Purchase Requirements for the coming year and if agreement is reached,
        the term of this agreement shall be extended for one (1) additional year
        (the
“Renewal Term”). Successive 1 year extensions shall be granted in a like manner.
        Not withstanding the foregoing, either party may terminate this Agreement
        at the
        end of the then current Initial Term or Renewal Term upon submitting a notice
        to
        said effect three (3) months prior to the end of the Initial Term or Renewal
        Term.

      


      9.02 If
        Fabricator uses the exclusive license granted in Section 3.01(a) in any other
        locations other than the Territory, Fabricator shall be in breach of this
        Agreement, and Company shall have the right to terminate this Agreement
        immediately upon written notice to Fabricator.

      


      9.03 In
        the
        event that, at any time during the Initial Term or any Renewal Term of this
        Agreement, Fabricator’s net purchases of Materials do not meet the Minimum
        Purchase Requirements specified in Section 5.02, Company may terminate this
        Agreement upon sixty (60) days’ notice to said effect to
        Fabricator.

      


      9.04 In
        the
        event that Fabricator is in breach of any other provision of this Agreement
        and
        if such breach is not corrected within thirty (30) days of written notice
        from
        Company; provided, however, that if Fabricator breaches this Agreement more
        than
        twice during the Initial Term and any Renewal Term, this Agreement may be
        terminated without giving Fabricator an opportunity to cure its
        breach.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      9.05 Company
        shall have the right to immediately terminate this Agreement upon “change in the
        ownership or control” of Fabricator. For purposes of this Section 9.05, a
“change in control” shall be deemed to have occurred in the event of the sale,
        assignment, transfer or hypothecation of any class of stock or other ownership
        interest in Fabricator in

      excess
        of
        forty-nine percent (49%), in the aggregate, during the entire term of this
        Agreement.

      


      9.06 This
        Agreement shall immediately terminate upon:

      


      (a) The
        filing of a voluntary petition and bankruptcy by Fabricator;

      


      (b) the
        execution by Fabricator of an assignment for the benefit of
        creditor;

      


      (c) the
        filing of a petition to have Fabricator declared bankrupt involuntarily;
        or

      


      (d) the
        appointment of a receiver or trustee for Fabricator.

      


      9.07 Fabricator
        acknowledges that, upon termination of this Agreement, all information relating
        to the System shall be returned to Company forthwith and Fabricator shall
        cease
        all use of the trade names and trades used in connection with the System,
        and
        all registered user agreements shall be canceled. In event of termination
        of
        this Agreement, Company shall have the option, but not the obligation, in
        its
        sole discretion, to repurchase from Fabricator at cost any Materials
        in whole or in part.

      


      9.08
        Notwithstanding the termination of this Agreement for any reason, all
        obligations of Fabricator under Section 8, above, shall remain in full force
        and
        effect for the periods and times set forth therein.

       

      SECTION
        10

      SALE,
        ASSIGNMENT, AND TRANSFER

       

      10.01 Fabricator
        shall not, without the prior written consent of Company, sell, assign or
        transfer any rights under this Agreement, provided that, for the purpose
        of this
        Agreement, Fabricator shall include any subsidiary wholly owned and controlled
        by Fabricator. Any permitted assignment shall not relieve Fabricator of any
        of
        its primary obligations to Company under this Agreement.

      


      10.02 Company
        may, upon written notice to Fabricator, have the right to assign its rights
        and
        obligations under this Agreement.

      


      SECTION
        11

      INDEMNIFICATION

      


      11.01
        Fabricator agrees to indemnify and hold the Company, its officers, directors,
        employees, successors and assigns harmless against all losses, damages, or
        expenses of whatever form, including attorneys’ fees and other costs of legal
        defense which they incur as a result of any acts or omissions of Fabricator
        and/or its directors, officers, managers, members, partners, employees, or
        agents, including, but not limited to, (i) breach of any of the provisions
        of
        this Agreement, (ii) negligence (whether active or passive) or other tortious
        conduct, (iii) any and all claims (and liabilities, judgments, penalties,
        losses, costs, damages, and expenses resulting therefrom) relating to the
        sale
        of the Products by Fabricator, including the making of representations not
        authorized by the Company, or (iv) violation by Fabricator (or any of its
        directors, officers, managers, members, partners, employees or agents) of
        any
        applicable law, regulation or order in the Territory. The indemnifications
        provided herein shall survive the termination of this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECTION
        12

      NOTICES

      


      Any
        and
        all notices, demands or other communications required or desired to be given
        hereunder by any party shall be in writing and shall be validly given or
        made to
        another party if served either personally or if deposited in the mail, certified
        or registered, postage prepaid, to the address set forth on the signature
        page
        hereof. If such notice, demand or other communication is served personally,
        service shall be conclusively deemed made at the time of such personal service.
        If such notice, demand or other communication is given by mail, such shall
        be
        conclusively deemed given five (5) days after the deposit thereof in the
        mails
        addressed to the party to whom such notice, demand or other communication
        is to
        be given. If such notice, demand or other communication is given by facsimile
        or
        electronic mail, such shall be conclusively deemed given one (1) business
        day
        after being sent to the recipient by facsimile transmission or electronic
        mail.

      


      SECTION
        13

      NO
        PARTNERSHIP OR JOINT VENTURE

      


      Nothing
        herein shall be deemed to constitute Company and Fabricator as partners,
        joint
        venturers, or otherwise associated in or with the business of the other.
        Fabricator is and shall always remain an independent contractor, and neither
        party shall be liable for any debts, accounts, obligations, or other liabilities
        of the other party, its agents, or employees. Neither party is authorized
        to
        incur debts or other obligations of any kind on the part of or as agent for
        the
        other except as may be specifically authorized in writing. It is expressly
        recognized that no fiduciary relationship exists between the
        parties.

      


      SECTION
        14

      MISCELLANEOUS

      


      14.01 Notwithstanding
        anything to the contrary set forth herein, any termination of this Agreement
        shall not constitute a waiver by any party of any claim or remedy it may
        have
        for damages caused by reason of, or relieve any party from liability for,
        any
        breach of this Agreement.

      


      14.02 Each
        party warrants and represents that (a) it has been advised that it should
        be
        represented by counsel of its own choosing in the preparation and analysis
        of
        this Agreement; (b) that it has been represented by independent counsel or
        has
        had the opportunity to be represented by independent counsel; and (c) that
        it has read this Agreement with care and believe that it is fully aware of
        and
        understands the contents thereof and its legal effect.

      


      14.03 Should
        any party hereto institute any action or proceeding, at law or in equity,
        to
        enforce any provisions of this Agreement, including an action for declaratory
        relief, or for damages by reason of an alleged breach of any provision of
        this
        Agreement, or otherwise in connection with this Agreement, or any provision
        thereof, the prevailing party shall be entitled to recover from the losing
        party
        or parties reasonable attorneys’ fees and costs for services rendered to the
        prevailing party in such action or proceeding.

      


      14.04 This
        Agreement shall, in all respects, be governed by the laws of the State of
        California applicable to agreements executed and to be wholly performed within
        Los Angeles County, California. Any and all actions and proceedings arising
        out
        of this Agreement shall be brought in the County of Los Angeles, State of
        California.

      


      14.05 Nothing
        contained herein shall be construed so as to require the commission of any
        act
        contrary to law, and wherever there is any conflict between any provisions
        contained herein and any present or future statute, law, ordinance or regulation
        contrary to which the parties have no legal right to contract, the latter
        shall
        prevail; but the provision of this Agreement which is affected shall be
        curtailed and limited only to the extent necessary to bring it within the
        requirements of the law.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      14.06 Each
        of
        the parties hereto shall execute and deliver any and all additional papers,
        documents and other assurances, and shall do any and all acts and things
        reasonably necessary in connection with the performance of their obligations
        hereunder to carry out the intent of the parties hereto.

      


      14.07 No
        amendment, change or modification of this Agreement shall be valid, unless
        in
        writing and signed by all of the parties hereto.

      


      14.08 All
        of
        the terms and provisions contained herein shall, subject to the remaining
        provisions of this Agreement, insure to the benefit of and shall be binding
        upon
        the parties hereto and their respective heirs, legal representatives, successors
        and assigns.

      


      14.09 This
        Agreement constitutes the entire understanding and agreement of the parties
        with
        respect to its subject matter and any and all prior agreements, understandings
        or representations with respect to its subject matter are hereby terminated
        and
        cancelled in their entirety and are of no further force or effect.

      


      14.10 No
        waiver
        by any party hereto of any breach of this Agreement shall be deemed to be
        a
        waiver of any preceding or succeeding breach of the same or any other provision
        hereof.

      


      14.11 This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.

      


      14.12 All
        exhibits attached hereto are hereby incorporated by reference.

      


      
        	 	 	
                US
                  Polymers, a California corporation

              	 
	 	 	 	 	 
	
                Viken Ohanesian

              	 	
                By:

              		
                11/11/03

              
	
                General
                  Manager

              	 	 	 	 
	 	 	 	
                “Company”

              	 
	 	 	 	 	 
	 	 	
                By:

              	  
                	 
	 	 	 	 	 
	 	 	 	
                “Fabricator”

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      FIRST
        AMENDMENT TO FABRICATOR AGREEMENT

      


      This
        First Amendment To Fabricator Agreement (this “First Amendment”) is made and
        entered into as of the 20 day of August 2008, by and between US Polymers,
        Inc., a California corporation (the “Company”), and The Vinyl Fence Company,
        Inc., a California corporation (the “Fabricator”), with reference to the
        following facts:

      


      A. Company
        and Fabricator have entered into a certain Fabricator Agreement on Nov, 11,
        2003
        (the “Fabricator Agreement”)

      


      B. Certain
        issues have arisen between Company in connection with the Fabricator Agreement,
        and Company and Fabricator wish to amend the Fabricator Agreement in
        the manner provided herein.

      


      NOW,
        THEREFORE, in consideration of the mutual promises and other terms
        and conditions contained in this First Amendment, the parties do hereby agree
        as
        follows:

      


      1.
        Incorporation of Recitals. The foregoing Recitals
        A – B are hereby incorporated in this First Amendment in their entirety by
        this reference 6. Except as expressly provided herein, the Fabricator Agreement
        remains in full force and effect. In the event of any inconsistency between
        this
        First Amendment and the Fabricator Agreement, the provisions of this First
        Amendment shall control.

      


      2. Updated
        Exhibits. The Fabricator Agreement includes certain Exhibits A
        through E which will now be updated by the attached updated Exhibits A through
        E.

      


      3. Except
        as
        expressly provided herein, the Fabricator Agreement remains in full force
        and
        effect. In the event of any inconsistency between this First Amendment and
        the
        Fabricator Agreement, the provisions of this First Amendment shall
        control.

      


      IN
        WITNESS WHEREOF, the parties do hereby execute this First Amendment as
        of the date first above written.

      


      
        	 	 	 	
                US
                  Polymers, a California corporation

              
	 	 	 	 
	
                8/20/08

              	 	
                By:

              	
	 	 	 	 
	 	 	 	
                “Company”

              
	 	 	 	 
	 	 	 	
                The
                  Vinyl Fence Company, Inc.

              
	 	 	 	 
	
                8/20/08

              	 	
                By:

              	 
	 	 	 	 
	 	 	 	
                “Fabricator”