ex10one.htm


     

     

    
      

      

    

     

    


     

    
      	 	 	 


    

     

    FINAL May
21

    


    


    


    


    MASTER
DISTRIBUTION AGREEMENT

    


    as of 21
May 2009

    


    


    


    


    


    
      	
              between

            	
              ESK
      Ceramics GmbH & Co. KG

            
	 
      	
              Max-Schaidhauf-Strasse
      25

            
	 
      	
              87437
      Kempten

            
	 
      	
              Germany

            
	 
      	 
      
	 
      	
              -
      hereinafter referred to as "ESK" -

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              and

            	
              Tiger-Tight
      Corp.

            
	 
      	
              2200
      Arthur Kill Road

            
	 
      	
              Staten
      Island, New York 10309

            
	 
      	 
      
	 
      	 
      
	 
      	
              -
      hereinafter referred to as "DISTRIBUTOR"
-

            


    

     

     

     

     

    
 


    
      
        
          
            	 
      	 
      
	 
      	
                    
                    

                    Registered
      Office: Kempten, Germany

                    Local
      Court: Kempten HRA 8154

                    Executive
      Board / General Partner

                    ESK
      Ceramics Geschäftsführungs GmbH

                    Local
      Court: Kempten HRB 8408

                    Executive
      Board:

                    Dr.
      Peter Hartl

                    Clemens
      Kippes

                    
                    

                    
                    

                    
                    

                  
	
                     

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      Table Of
Contents

      
        	
                PREAMBLE

              	
                4

              
	
                1.

              	
                SUBJECT
      OF THE AGREEMENT - APPOINTMENT

              	
                4

              
	
                2.

              	
                TERRITORY

              	
                5

              
	
                3.

              	
                JOINT
      EFFORTS

              	
                5

              


      

    

     

    
      
        	 
      	
                3.1.

              	
                Product
      Specifications

              	
                5

              
	 
      	
                3.2.

              	
                Product
      Line Expansion

              	
                5

              
	 
      	
                3.3.

              	
                Exclusive
      Distribution

              	
                6

              
	 
      	
                3.4.

              	
                Prompt
      Reporting

              	
                6

              


      

    

     

    
      
        	
                4.

              	
                CONFIDENTIALITY

              	
                6

              
	
                5.

              	
                OPERATING
      REQUIREMENTS / PERFORMANCE

              	
                6

              


      

    

     

    
      
        	 
      	
                5.1.

              	
                Offices
      and Staffing

              	
                6

              
	 
      	
                5.2.

              	
                Sales
      Plan

              	
                6

              
	 
      	
                5.3.

              	
                Stock
      Plan

              	
                7

              


      

    

     

    
      
        	
                6.

              	
                SALES
      & MARKETING REQUIREMENTS AND FORECASTED PURCHASES

              	
                7

              


      

    

     

    
      
        	 
      	
                6.1

              	
                Proactive
      Sales and Marketing

              	
                7

              
	 
      	
                6.2

              	
                Promotional
      Literature

              	
                7

              
	 
      	
                6.3

              	
                Product
      Knowledge

              	
                7

              
	 
      	
                6.4

              	
                Sales
      Calls

              	
                7

              
	 
      	
                6.5

              	
                Lower
      Tier DISTRIBUTOR

              	
                8

              
	 
      	
                6.6

              	
                Annual
      Purchase Forecast

              	
                8

              
	 
      	
                6.7

              	
                Disparaging
      Remarks

              	
                8

              
	 
      	
                6.8

              	
                Reports

              	
                8

              
	 
      	
                6.9

              	
                Compliance
      with Applicable Statutes

              	
                8

              


      

    

     

    
      
        	
                7.

              	
                PRICE,
      TERMS AND CONDITIONS OF SALE

              	
                8

              


      

    

     

    
      
        	 
      	
                7.1

              	
                Price  and
      Availability Schedule

              	
                8

              
	 
      	
                7.2

              	
                Terms
      and Conditions

              	
                9

              


      

    

     

    
      
        	
                8.

              	
                CREDIT
      AND FINANCIAL REQUIREMENTS

              	
                9

              


      

    

     

    
      
        	 
      	
                8.1

              	
                Payment
      Terms

              	
                9

              
	 
      	
                8.2

              	
                Financial
      Condition

              	
                9

              
	 
      	
                8.3

              	
                Product
      Shortages

              	
                10

              
	 
      	
                8.4

              	
                Payment
      of Invoices

              	
                10

              
	 
      	
                8.5

              	
                Remedies
      for Late Payment

              	
                10

              
	 
      	
                8.6

              	
                Dispute
      Resolution under this Agreement

              	
                10

              
	 
      	
                8.7

              	
                Product
      that Fails to Satisfy Product Specification

              	
                10

              


      

    

     

    
      
        	
                9.

              	
                ORDERS
      AND SHIPMENTS

              	
                10

              


      

    

     

    
      
        	 
      	
                9.1

              	
                Acknowledgement
      of Orders

              	
                10

              
	 
      	
                9.2

              	
                Shipments

              	
                11

              
	 
      	
                9.3

              	
                Limitation
      of Liability

              	
                11

              
	 
      	
                9.4

              	
                DISTRIBUTOR’s
      Right to Refuse

              	
                11

              


      

    

     

    
      
        	
                10.

              	
                PRODUCT
      WARRANTY AND DISCLAIMER

              	
                11

              


      

    

     

    
      
        	 
      	
                10.1

              	
                Product
      Warranty

              	
                11

              
	 
      	
                10.2

              	
                Warranty
      Disclaimer

              	
                11

              
	 
      	
                10.3

              	
                Limitation
      of DISTRIBUTOR Authority to Bind ESK

              	
                12

              


      

    

     

    
      
        	
                11.

              	
                CHANGES
      IN PRODUCTS AND PARTS

              	
                12

              


      

    

     

     

    
      
        
          
            	 
      	 
      
	
                     

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                  12.

                	
                  PRODUCT
      RETURNS

                	
                  12

                
	
                  13.

                	
                  PROMOTIONAL
      FUNDS

                	
                  12

                
	
                  14.

                	
                  INTELLECTUAL
      PROPERTY

                	
                  12

                


        

      

    

     

    
      
        	 
      	
                14.1

              	
                Ownership

              	 
      
	 
      	
                14.2

              	
                Use
      of Intellectual Property

              	
                12

              
	 
      	
                14.3

              	
                Protection
      of Intellectual Property

              	
                12

              
	 
      	
                14.4

              	
                Branding

              	
                13

              


      

    

     

    
      
        	
                15.

              	
                DURATION
      OF AGREEMENT/TERMINATION

              	
                13

              


      

    

     

    
      
        
          	 	
                  15.1

                	
                  Initial
      Term and Automatic Extensions

                	
                  13

                
	 	
                  15.2

                	
                  Advance
      Written Notice to Terminate Agreement

                	
                  13

                
	 	
                  15.3

                	
                  Special
      Termination Right

                	
                  13

                
	 	
                  15.4

                	
                  Termination
      for Cause

                	
                  13

                
	 	
                  15.5

                	
                  Limitation
      of Liability for Exercising Termination

                	
                  14

                
	 	
                  15.6

                	
                  DISTRIBUTOR’s
      Obligation to Pay for Delivered Purchase Orders

                	
                  14

                
	 	
                  15.7

                	
                  Return
      of Marketing Materials relating to the PRODUCT

                	
                  14

                


        

      

    

     

    
      
        	
                16.

              	
                FORCE
      MAJEURE AND CONSEQUENTIAL DAMAGES

              	
                14

              


      

    

     

    
      
        	 
      	
                16.1

              	
                Valid
      Excuses for failure to perform

              	
                14

              
	 
      	
                16.2

              	
                Limitation
      for Indirect Damages

              	
                15

              
	 
      	
                16.3

              	
                Indemnification
      of Distributor

              	
                15

              
	 
      	
                16.4

              	
                Indemnification
      of ESK

              	
                15

              


      

    

     

    
      
        	
                17.

              	
                RELATIONSHIP
      OF THE PARTIES

              	
                15

              
	
                18.

              	
                ASSIGNMENT

              	
                16

              
	
                19.

              	
                WAIVER

              	
                16

              
	
                20.

              	
                NOTICES

              	
                16

              
	
                21.

              	
                PARAGRAPH
      HEADINGS AND LANGUAGE INTERPRETATIONS

              	
                16

              
	
                22.

              	
                EXECUTION
      OF AGREEMENT

              	
                17

              
	
                23.

              	
                SEVERABILITY

              	
                17

              
	
                24.

              	
                ENTIRE
      AGREEMENT

              	
                17

              
	
                25.

              	
                COUNTERPARTS

              	
                17

              
	
                26.

              	
                APPLICABLE
      LAW, FORUM FOR DISPUTES AND CONSENT TO JURISDICTION

              	
                17

              


      

    

     

    
      
        	
                APPENDIX
      1

              	
                19

              
	
                APPENDIX  2

              	
                19

              
	
                APPENDIX  3

              	
                19

              
	
                APPENDIX
      4

              	
                19

              


      

    

     

     

    
 

    
      
        
          
            	 
      	 
      
	
                     

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    Preamble

    


    WHEREAS,
ESK develops and manufactures ceramic powders and surface technologies among its
other activities; and

    


    WHEREAS,
ESK has developed a proprietary surface coating and the processes to apply it
(the “PROCESS“) and ESK has been producing and marketing washers and shims
thinner than 0,8 mm which are equipped with this surface coating for use to
prevent joint relaxation.

    


    WHEREAS,
ESK seeks to also produce and market washers and shims which are 0,8 mm or more
than 0,8 mm thick and which are equipped with this surface coating for use to
prevent joint relaxation (the “PRODUCTS”). For the avoidance of doubt, washers
and shims thinner than 0,8 mm shall not initially be considered to be PRODUCTS.
Customized geometries can be added to appendix 1 of the existing agreement as
PRODUCTS upon mutual agreement of the Parties. ESK will then submit a pricing
and availability schedule upon request within 10 working days.

    


    WHEREAS,
ESK wishes to co-operate with DISTRIBUTOR to enhance the promotion and
distribution of the PRODUCTS and providing services and ancillary support to
enhance the adoption and utilization of the PRODUCTS in the TERRITORY, as
defined hereinafter; and

    


    WHEREAS,
ESK and DISTRIBUTOR desire to co-operate in the exclusive joint delivery of
goods and services and support to the above markets.  ESK and
DISTRIBUTOR desire to combine their respective expertise, capabilities and
services in the areas of marketing, sales, distribution and technical support;
and

    


    WHEREAS,
DISTRIBUTOR, in furtherance of the foregoing, shall act as ESK’s Master
DISTRIBUTOR in the TERRITORY in accordance with the terms of this
Agreement.

    


    THEREFORE,
the parties hereto agree as follows:

    


    1. SUBJECT
OF THE AGREEMENT - APPOINTMENT

     

    
      	
              1.1.  

            	
              Subject
      to Section 1.2 and effective 12 of May 2009 ESK hereby appoints
      DISTRIBUTOR as ESK’s sole Master DISTRIBUTOR, towards all industries and
      customers in the TERRITORY as defined in section 2 below and in Appendix 2
      (hereinafter referred to as the “TERRITORY”) for the
      following:

            


    

    


    
      	
              1.1.1.  

            	
              The
      PRODUCTS; and

            


    

    


    
      	
              1.1.2.  

            	
              Providing
      services and ancillary support to enhance the adoption and utilization of
      the PRODUCTS.

            


    

    


    
      	
              1.1.3.  

            	
              ESK
      and DISTRIBUTOR shall discuss an appropriate extension of the scope of the
      PRODUCTS encompassed by this
Agreement.

            


    

    


    For the
avoidance of doubt, ESK retains the exclusive right to produce and sell washers
and shims which are up to 0,8mm thick and equipped with the proprietary surface
coating for use to prevent joint relaxation. This Agreement shall not grant to
the DISTRIBUTOR the right to market washers and shims of such size, unless the
Parties
agree to add them to
Appendix 1.


    
      
        
          
            	 
      	 
      
	
                     

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              1.2.  

            	
              DISTRIBUTOR’s
      appointment as ESK’s Master DISTRIBUTOR for the PRODUCTS as stipulated in
      Section 1.1 shall be exclusive in the
TERRITORY.

            


    

    


    
      	
              1.2.1.  

            	
              DISTRIBUTOR
      is authorized to appoint sales representatives and lower tier distributors
      to distribute and support the PRODUCTS within the
      TERRITORY.  The terms of any such appointment shall be subject
      to the same sales restrictions as contained in this agreement and
      otherwise as determined by
DISTRIBUTOR.

            


    

    
      	
              1.2.2.  

            	
              During
      the period of this Agreement, ESK shall neither appoint nor permit the
      distribution of PRODUCTS in the TERRITORY other than through
      DISTRIBUTOR.

            


    

    
      	
              1.2.3.  

            	
              Nothing
      contained herein shall serve to limit ESK’s sales or marketing activities
      in any manner in any other TERRITORY not so designated
    herein.

            


    

    


    
      	
              1.3.  

            	
              DISTRIBUTOR
      is not entitled to act as a legal representative of
  ESK.

            


    

    


    
      	
              1.4.  

            	
              DISTRIBUTOR
      is entitled to call itself “Dealer” or “DISTRIBUTOR” of ESK with respect
      to the PRODUCTS in the TERRITORY during the term of the Distribution
      Agreement.

            


    

    


    
      	
              1.5.  

            	
              DISTRIBUTOR’s
      appointment hereunder shall be limited to the PRODUCT listing set forth in
      Appendix
      1 of this Agreement, as modified from time to time by mutual
      written agreement of the parties.

            


    

    


    
      	
              1.6.  

            	
              DISTRIBUTOR
      shall purchase the PRODUCTS from either ESK, ESK affiliates or from third
      parties named by ESK.  DISTRIBUTOR shall sell said PRODUCTS on
      its own account in the TERRITORY.

            


    

    


    
      	
              1.7.  

            	
              The
      parties agree that the PRODUCTS shall be introduced progressively in the
      market, depending on the demand and taking into account the costs for
      tools and production. The parties will jointly select the PRODUCTS to be
      produced and marketed.

            


    

    2.            
TERRITORY

     

    
      	
              2.1.  

            	
              The
      right to distribute refers to the TERRITORY as described in Appendix
      2.

            


    

    


    
      	
              2.2.  

            	
              A
      customer within the TERRITORY may purchase through the DISTRIBUTOR for use
      outside the TERRITORY.  DISTRIBUTOR shall not
      distribute ESK PRODUCTS to any buyer outside the TERRITORY with no
      contacts within the TERRITORY without the prior written approval of ESK,
      which shall not be unreasonably
withheld.

            


    

     

    3.           
JOINT EFFORTS


    
      	
              3.1.  

            	
              Product
      Specifications

            


    

     

    ESK and
DISTRIBUTOR shall work jointly to develop and maintain Product Specifications
which will establish the accepted and required product dimensions, materials and
performance capabilities.

    


    
      	
              3.2.  

            	
              Product
      Line Expansion

            


    

     


    
      
        
          
            	 
      	 
      
	
                     

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              ESK
      and DISTRIBUTOR shall inform each other regarding new product
      opportunities either requested by customers in the TERRITORY or being
      requested or produced for customers outside the TERRITORY and shall
      collaborate to evaluate the opportunity and meet the demand for product
      line expansion and to assure that DISTRIBUTOR is aware of the
      opportunities available in the new
products.

            


    

     

    


    
      	
              3.3.  

            	
              Exclusive
      Distribution

            


    

     

    In return
for the rights granted by ESK to DISTRIBUTOR in Section 1.2, DISTRIBUTOR shall not, during the term of this
Agreement, distribute any washers or shims in the TERRITORY of identical or
similar self locking performance which compete directly with the
PRODUCTS.

    


    
      	
              3.4.  

            	
              Prompt
      Reporting

            


    

     

    DISTRIBUTOR
shall advise ESK promptly in the event that DISTRIBUTOR becomes aware of any
competitive information that would impact the PRODUCT line either positively or
negatively including, but not limited to, actions of competitors, desires of
customers, and charges, complaints or claims concerning ESK or ESK PRODUCTS by
DISTRIBUTOR’s lower tier distributors, customers or others.

     

    4.            
CONFIDENTIALITY

     

    ESK and
DISTRIBUTOR shall maintain the confidentiality of all commercial and technical
information and knowledge acquired under this Agreement and shall not use such
information for any non-contractual purpose, nor pass it on to third parties,
without previously obtaining the other Party’s express permission in
writing.   Such secrecy obligation shall survive the term of this
Agreement for a period of 5 (five) years.

    


    5. 
  
OPERATING
REQUIREMENTS / PERFORMANCE

     

    
      	
              5.1.  

            	
              Offices
      and Staffing

            


    

     

    DISTRIBUTOR
shall develop and appropriately service the TERRITORY either directly or through
its relationship with its sales representatives and/or lower tier distributors
and maintain an office(s), which shall be open and staffed adequately during
normal business hours.

    


    
      	
              5.2.  

            	
              Sales
      Plan

            


    

     

    The Sales
Plan attached as Appendix
3 shall apply. The Sales plan also stipulates a one time start up support
payment to be made by ESK to DISTRIBUTOR and to be used by DISTRIBUTOR to market
the PRODUCTS. The minimum volume of PRODUCTS to be taken by DISTRIBUTOR per
order is defined in the Price and Availability Schedule (Appendix
4).  Based on this Sales Plan and on market acceptance of the
PRODUCTS, the DISTRIBUTOR will, subject to budgetary constraints, assign and
maintain a sufficient number of sales representatives and lower tier
DISTRIBUTORs to cover the needs of the market based on market acceptance of the
product and to facilitate continued market growth. The one time start up support
payment is intended to be used for promotional purposes to be mutually agreed
upon by the parties. DISTRIBUTOR is obligated to provide documentation of all
expenditures.


    
      
        
          
            	 
      	 
      
	
                     

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    ESK will
gradually pay the one time start up support payment after its receipt and
approval of the provided documentation of all expenditures.

    


    
      	
              5.3.  

            	
              Stock
      Plan

            


    

     

    
      	
              5.3.1.  

            	
              DISTRIBUTOR
      shall order for delivery sufficient stock to meet contemplated sales
      requirements in a way which will adequately service the demand in the
      TERRITORY.

            


    

    


    
      	
              5.3.2.  

            	
              Based
      on the Sales Plan, ESK shall maintain a sufficient initial stocking of
      products to enable DISTRIBUTOR to meet anticipated
  demand

            


    

     

    6.            
SALES & MARKETING REQUIREMENTS AND FORECASTED PURCHASES

     

    6.1          
Proactive Sales and Marketing


     

    Pursuant
to the Sales Plan, DISTRIBUTOR agrees to engage actively in marketing,
advertising and promotional efforts, provide customer services and aggressively
market the PRODUCTS in the TERRITORY.  DISTRIBUTOR consistently shall
encourage the purchase of the PRODUCTS by its lower tier DISTRIBUTORs and
customers, and at all times shall represent the PRODUCTS fairly in comparison
with competitive PRODUCTS from other suppliers.

    


    6.2   Promotional
Literature

     

    DISTRIBUTOR
shall and shall encourage its lower tier DISTRIBUTORs to engage in promotional
efforts with respect to the PRODUCTS, and shall assist such efforts in their
planning and executing a merchandising strategy.  DISTRIBUTOR
additionally shall provide its lower tier DISTRIBUTORs, on a continuing basis,
with any literature or other promotional/merchandising materials. ESK will
provide DISTRIBUTOR with information on initial testing such as torque tension
values, Erichsen test rig friction results, Junkers test performance results,
quality figures from 10 years of marketing similar products in the general
industry and automotive industry. Further, ESK will support DISTRIBUTOR with
technical expertise and literature available to support the marketing
material.

    


    6.3   Product
Knowledge

     

    All of
DISTRIBUTOR’s sales representatives shall be knowledgeable concerning ESK
PRODUCTS and their specifications, features and product benefits.  ESK
shall provide DISTRIBUTOR with information and technical support regarding the
PRODUCTS and support which may be necessary to impart such knowledge, and ESK
shall support, and participate in, an initial product education program, which
DISTRIBUTOR will establish.  In turn DISTRIBUTOR’s sales
representatives shall conduct training of DISTRIBUTOR’s lower tier DISTRIBUTORs
and/or customers, which may be necessary to enable them to promote and sell and
use ESK PRODUCTS properly.

    


    6.4   Sales
Calls

     

    As part
of the Sales Plan, DISTRIBUTOR’s sales representatives shall call on prospective
and existing lower tier DISTRIBUTORs throughout the territory on a
pre-determined basis in order to effectively assign, train and motivate lower
tier technical and sales personnel to service the TERRITORY.  Sales
calls by DISTRIBUTOR’s sales representatives shall be to inform lower tier
distributors of current distribution programs or promotions, pricing updates,
and to promote continued sales training and product
knowledge.


    
      
        
          
            	 
      	 
      
	
                     

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    6.5   Lower
Tier DISTRIBUTOR 

     

    DISTRIBUTOR
shall encourage its lower tier distributors to engage in promotional efforts
with respect to the PRODUCTS, and shall assist in their planning and execution of such efforts.  

    


    6.6   Annual
Purchase Forecast

     

    DISTRIBUTOR
agrees to establish good faith 12 month rolling purchase forecasts of the items
set forth in the then listed PRODUCTS.

    


    6.7   Disparaging
Remarks

     

    DISTRIBUTOR
shall refrain from making any false, misleading or disparaging representations
or statements with respect to ESK or the PRODUCTS or from engaging in any other
trade practices which may have an adverse effect upon the high image,
credibility or reputation of ESK or the PRODUCTS. DISTRIBUTOR shall make no
representations with respect to ESK Product specifications, features or
benefits, except such as may be approved in writing or published by ESK.
Likewise, ESK shall refrain from making any false, misleading or disparaging
representations or statements with respect to DISTRIBUTOR or from engaging in
any other trade practices which may have an adverse effect upon the high image,
credibility or reputation of DISTRIBUTOR.  ESK shall make no
representations with respect to DISTRIBUTOR except such as may be approved in
writing or published by DISTRIBUTOR.

    


    6.8   Reports

     

    DISTRIBUTOR
always keeps ESK fully informed in detail, to its knowledge, about his activity,
the market conditions, technical developments, government regulations and other
factors likely to affect the marketing of the PRODUCTS in the TERRITORY. The
frequency and form of such reports is determined by DISTRIBUTOR in agreement
with ESK. DISTRIBUTOR will submit to ESK at least the following
information:

    
      	
              -  

            	
              quarterly
      report (figures) detailed by product and
  quantity.

            


    

    Similarly,
ESK shall keep DISTRIBUTOR fully informed in detail, to its
knowledge, about the market conditions, technical developments,
government regulations and other factors likely to affect the marketing of the
PRODUCTS in the Territory.

    


    6.9   Compliance
with Applicable Statutes

     

    To the
extent not otherwise required herein, DISTRIBUTOR shall comply with all
applicable federal, state and local laws and regulations in performing its
obligations hereunder to its customers, sub-distributors, and in any of its
dealings with ESK PRODUCTS.

     

    7.            
PRICE, TERMS AND CONDITIONS OF SALE


     

    7.1   Price  and
Availability Schedule

     


    
      
        
          
            	 
      	 
      
	
                     

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    The
Confidential Master DISTRIBUTOR Price and Availability Schedule attached as
Appendix 4
shall be applicable to the PRODUCTS (hereinafter called the “SCHEDULE”). The
prices and lead times for the PRODUCTS shall be those set forth in the SCHEDULE
and in any supplementary or replacement Schedules.  Prices shall be
C.I.F. Staten Island, NY USA.  ESK shall have the right to reduce or
increase prices to DISTRIBUTOR at any time; provided, however ESK must provide a
90-day written notice of price increases or increases in lead times to
DISTRIBUTOR.  When a new SCHEDULE is issued to
DISTRIBUTOR by ESK it shall become a
part of this Agreement automatically as of the effective date stated thereon,
and shall supersede all prior SCHEDULES.  Any and all terms and
conditions of sale which are contained in the SCHEDULE and in any supplementary
or replacement SCHEDULES shall be considered integral parts of this
Agreement.  Such SCHEDULE shall be held separately from the agreement
to maintain confidentiality.

     

    7.2          
Terms and Conditions


     

    All
deliveries of PRODUCTS are governed by this Agreement and ESK’s General
Conditions of Sale as well as by special conditions agreed upon for individual
transactions.  In case of any discrepancies between this Agreement and
ESK’s General Conditions of Sale, the terms of this Agreement
prevail.

     

    8.            
CREDIT AND FINANCIAL REQUIREMENTS

     

    8.1   Payment
Terms

     

    DISTRIBUTOR’s
payment terms shall be Net 45 days for PRODUCTS that ESK ships to DISTRIBUTOR
pursuant to DISTRIBUTOR’s orders.  All shipments shall be made C.I.F.
Staten Island NY, or to any other destination that DISTRIBUTOR indicates for
delivery.

    


    8.2   Financial
Condition

     

    DISTRIBUTOR
represents and warrants to ESK that DISTRIBUTOR is and shall be, throughout the
term hereof, in a good and substantial financial condition, and is and shall be
able to pay all ESK invoices when due.  DISTRIBUTOR shall, from time
to time, furnish any financial statements or additional information as may
reasonably be requested by ESK to enable ESK to determine DISTRIBUTOR’s
financial condition.  ESK may from time to time, at its sole
discretion, determine whether to extend
additional credit to DISTRIBUTOR, and the
limits of any such credit.  ESK shall have the right to change its
published payment or other financial requirements with a 90-day written
notice.  ESK represents and warrants to DISTRIBUTOR that ESK is and
shall be, throughout the term hereof, in a good and substantial financial
condition, and is and shall be able to deliver Product in a timely
fashion.  ESK shall, from time to time, furnish any publicly available
financial statements to enable DISTRIBUTOR to determine ESK’s financial
condition; such statements are currently available via the website
www.ceradyne.com.

    


    8.3   Product
Shortages

     

    In the
event of Product shortages that are caused by a force majeure, ESK shall have
the right to allocate available supply among its customers on a case-by-case
basis, in a manner deemed equitable by ESK under the   particular
circumstances, giving preference to DISTRIBUTOR.

     

     

    
 

    
      
        
          
            	 
      	 
      
	
                     

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    8.4           Payment of
Invoices


     

    Sales
will be made on the payment terms in effect at the time that an order is
accepted, and DISTRIBUTOR shall pay all invoices when due.  No payment
by DISTRIBUTOR to ESK of any lesser amount than that due to ESK shall be deemed
to be other than payment on account, and no endorsement or statement on any
check or in any letter or other writing accompanying any check or other payment
shall be deemed an accord and satisfaction.  ESK may accept any
partial payment without waiving its rights to recover any remaining
balance.

    


    8.5         
 Remedies
for Late Payment

     

    If: (a)
DISTRIBUTOR has not complied with the payment terms indicated above without
justification; (b) ESK has provided written notice of such non-compliance with a
fair opportunity to cure; and (c) DISTRIBUTOR has not timely cured or otherwise
failed to take good faith steps to cure, ESK shall have the right to cancel or
delay shipments of any accepted orders or to stop any shipments in transit, in
addition to any other rights and remedies provided in this Agreement or in any
Security Agreement(s) between the parties or by applicable law.

    


    8.6         
 Dispute
Resolution under this Agreement

     

    In the
event of any dispute resolution proceeding under this Agreement, the winning
party shall be entitled to an award of reasonable attorneys’ fees and costs
incurred in connection with the proceeding, as part of the award against the
losing party.

    


    8.7   Product
that Fails to Satisfy Product Specification

     

    DISTRIBUTOR
has the right to offset any payment obligations to ESK for any Product that
fails to satisfy the Product Specification in addition to all other rights and
remedies, provided such product is returned to ESK or otherwise disposed of as
directed by ESK.

     

    9.            
ORDERS AND SHIPMENTS


     

    9.1   Acknowledgement
of Orders

     

    DISTRIBUTOR
shall place all orders for PRODUCTS with ESK at its address first written above,
directed to the attention of Customer Support. ESK shall acknowledge orders
within one business day.

    


    9.2   Shipments

     

    ESK shall
ship in accordance with the lead times on the Price and Availability Schedule in
effect at the time of placement of the orders or such other lead times as may be
mutually agreed upon by the parties for a particular order.

    In the
event the item would not be delivered to DISTRIBUTOR in a timely fashion if
shipped by ship/truck; ESK shall ship the item by Air.

    9.3   Limitation
of Liability

     

    ESK
IN NO EVENT SHALL BE LIABLE TO DISTRIBUTOR FOR ANY DAMAGES, WHETHER DIRECT,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE, BECAUSE OF ANY
FAILURE TO FILL ORDERS, DELAYS IN SHIPMENT OR DELIVERY,
OR ANY ERROR IN THE FILLING OF ORDERS, IF THE CAUSE THEREOF WAS NOT REASONABLY
FORSEEABLE OR OTHERWISE BEYOND ESK’S CONTROL.

     

     

    
 

    
      
        
          
            	 
      	 
      
	
                     

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    9.4   DISTRIBUTOR’s
Right to Refuse

     

    ESK shall
at all times deliver PRODUCTS in conformity with the Product Specifications as
mutually agreed upon and then in effect.  DISTRIBUTOR has the right to
refuse or decline and return or otherwise dispose of, and return at ESK’s
expense, any order which does not conform with the Product Specifications in
addition to any other remedies DISTRIBUTOR may have by law or in
equity.

    


    10.   PRODUCT WARRANTY AND DISCLAIMER

     

    10.1         Product
Warranty

     

    ESK
warrants to DISTRIBUTOR that each PRODUCT shall conform to the Product
Specifications at the time of delivery.  If any ESK PRODUCTS exhibit
defects due to the fault of ESK upon delivery to DISTRIBUTOR, DISTRIBUTOR shall
so notify ESK in writing and ESK shall, at its option, repair or replace same in
accordance with procedures concerning defective PRODUCTS in effect from time to
time.  The only express warranty made by ESK with respect to the
PRODUCTS is the warranty set forth herein.

     

    10.2        
Warranty Disclaimer


    THE
PRODUCT WARRANTY SET FORTH IN SECTION 10.1 IS THE ONLY WARRANTY GIVEN TO
DISTRIBUTOR BY ESK FOR THE PRODUCTS, AND ESK HEREBY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE PRODUCTS
FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF
COURSE OF DEALING OR COURSE OF PERFORMANCE.

     

    10.3        
Limitation of DISTRIBUTOR Authority to BindESK

     

    DISTRIBUTOR
shall have no authority to bind ESK to any warranties or other obligations or
liabilities with respect to any PRODUCTS beyond those that are set forth in this
Agreement.

    


    11.   CHANGES
IN PRODUCTS AND PARTS

     

    Unless
otherwise provided by applicable law, and upon mutual agreement of ESK and
DISTRIBUTOR, ESK may change the design of any of the PRODUCTS.  ESK
new product versions, or new product launches by ESK, that result from such
modifications shall be incorporated within this Agreement, with suitable changes to
the Product Specifications.  ESK shall upon at least three months
written notice to DISTRIBUTOR have the right to discontinue parts (“discontinued
PRODUCTS“).  If DISTRIBUTOR has already directly or indirectly through
its distribution chain entered into a sales contract for such PRODUCT or has
made a binding commitment for delivery of the PRODUCT, upon receipt of the
written notification of discontinuance, DISTRIBUTOR shall inform ESK about it
immediately, and ESK shall sell DISTRIBUTOR the number of the parts under such
sales contract or commitment.  Thereafter ESK shall
have no liability to DISTRIBUTOR for failure to furnish PRODUCTS of the model,
design or type of discontinued PRODUCTS.

      


    


    
      
        
          
            	 
      	 
      
	
                     

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    12.   PRODUCT
RETURNS

     

    DISTRIBUTOR
shall not return any PRODUCTS delivered to DISTRIBUTOR without prior written
authorization from ESK.  All PRODUCTS returned by DISTRIBUTOR to ESK
for any reason shall be shipped prepaid, and shall be shipped in suitable
packing.  ESK shall have no obligation to accept unauthorized returns
of PRODUCTS.  All unauthorized returns shall be subject to a handling
charge due to ESK from the DISTRIBUTOR of ten percent (10%) of the then
prevailing invoice price of such returned item(s) plus freight, insurance or
similar charges previously paid or incurred by ESK in connection with shipment,
unless the reason for return is a failure of the Product to meet the Product
Specification.  If the PRODUCT is returned for failure of the Product
to meet the Product Specification, the DISTRIBUTOR shall be credited for the
shipping fees, if any, and, if the PRODUCT is not replaced, the cost of the
returned PRODUCT.

    


    13.   PROMOTIONAL
FUNDS

     

    In
addition to the one time start up support payment, ESK, at its option, may elect
to afford promotional funds to DISTRIBUTOR, in accordance with such programs and
terms as ESK may establish from time to time.  ESK may cease offering
or may modify any such programs at any time, at its sole
discretion.

    


    14.   INTELLECTUAL
PROPERTY

     

    14.1        
Ownership

     

    DISTRIBUTOR
acknowledges the exclusive ownership by ESK or ESK’s parent, subsidiaries or
affiliates of all trademarks, trade names, trade dress, copyrights, patents and
trade secrets utilized worldwide in connection with ESK PRODUCTS (hereinafter
called collectively, “ESK Intellectual Property”).  DISTRIBUTOR does
not have and shall not acquire by virtue of this Agreement, any rights in or to
ESK Intellectual Property.

     

    14.2        
Use of Intellectural Property


     

    DISTRIBUTOR
further shall refrain from affixing any ESK Intellectual Property to products
other than the appropriate ESK PRODUCTS.  DISTRIBUTOR shall also
refrain from utilizing any ESK Intellectual Property (or any confusingly
similar intellectual property )
in DISTRIBUTOR’s corporate or business name without the express written consent
of ESK.

     

    14.3        
Protection of Intellectual Property


     

    DISTRIBUTOR
shall assist ESK in protecting the interests of ESK with regard to the
Intellectual Property which is involved with this
Agreement.  DISTRIBUTOR shall promptly notify ESK of any actual or
potential infringement of such rights or interests to which DISTRIBUTOR becomes
aware and shall assist ESK as appropriate in any action taken by ESK to
terminate and obtain appropriate redress for the infringement.

     

     

     

     


    
      
        
          
            	 
      	 
      
	
                     

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    14.4         Branding

     

    DISTRIBUTOR
shall distribute the PRODUCTS under its own private label. DISTRIBUTOR shall
have no right to use the ESK brand or any other trademarks of ESK for the
PRODUCTS, provided that DISTRIBUTOR may indicate, for marketing purposes, that
the PRODUCTS are manufactured by ESK.

     

     

    15.          
DURATION OF AGREEMENT/TERMINATION


     

    15.1        
Initial Term and Automatic Extensions

     

    The
initial term of this Agreement shall be from the date hereof through the last
day of December 2014 and shall be automatically extended for additional
five-year terms upon the expiration of the initial term or any extension term,
unless either party has exercised its termination or non-extension rights
pursuant to subsection 15.2.  Notwithstanding any other notice
provision, Distributor shall at least 195 days and not more than 210 days prior
to the last day of the initial, and each extension, period notify ESK by written
notice, served personally or by certified mail, or any other then legal method
of service under section 5-903 of Article 5 of the New York General Obligations
Law or any successor section, of this automatic renewal provision in this
Agreement.

     

    15.2        
Advance WrittenNotice to Terminate Agreement


    Either
party shall be entitled to refrain from extending the duration of this Agreement
upon the expiration of the initial term or any extension term.  Any
such non-extension or termination shall be at will, with or without cause,
provided that the non-extending or terminating party provides at least one
hundred eighty (180) days advance written notice thereof to the other
party.

     

    15.3        
Special Termination Right

     

    ESK shall
have the right to terminate this Agreement with at least one hundred eighty
(180) days advance written notice in the event that the Sales Plan is not
fulfilled by at least 50%
in any calendar year. ESK may exercise this right within three months after the
end of each calendar year in which the Sales Plan is not fulfilled.

    


    15.4 
 
Termination
for Cause

     

    Either
party may terminate this Agreement for cause at any time during the Agreement
initial or any extension term in the event of an Event of Default by the
other.  An Event of Default is a material breach which remains uncured
at the end of any cure period.  The cure period commences upon receipt
of written notice from the terminating party notifying the breaching party of
the material breach.

     

                  
The term Event of Default shall include, without limitation, any of the
following:

     

    
      	
              a)  

            	
              The
      party becomes insolvent, makes a general assignment for the benefit or
      creditors, suffers or permits the appointment of a receiver for its
      business or assets, becomes subject to any proceeding under any bankruptcy
      or insolvency law, which is not dismissed within one hundred twenty (120)
      days, or has wound up or liquidated its business, voluntarily
      or

            


    

     

     

    
 

    
      
        
          
            	 
      	 
      
	
                     

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              b)  

            	
              Has
      commenced the liquidation of its business;
or

            


    

    


    
      	
              c)  

            	
              Fails
      to cure or take actions reasonably anticipated to lead to the cure of a
      material violation of the agreement ninety (90) days after notice of such
      violation from the other party.

            


    

     

    15.5        
Limitation of Liability for Exercising Termination


     

    This
Agreement is executed by both ESK and DISTRIBUTOR with full knowledge of the
parties’ non-extension and termination rights hereunder.  Neither
party shall be liable to the other for compensation, reimbursement for
investments or expenses, lost profits, incidental or consequential damages, or
damages of any other kind or character, because of any exercise of such
rights.

     

    15.6        
DISTRIBUTOR's Obligation to Pay for Delivered Purchase Orders

     

    Notwithstanding
anything to the contrary contained herein, neither the non-extension nor the
termination of this Agreement shall release DISTRIBUTOR from any obligation to
pay any sums on guaranteed purchase orders of PRODUCTS shipped to and received
by DISTRIBUTOR prior to the non-extension or termination of this
Agreement.

     

    15.7        
Return of Marketing Materials relating to the PRODUCT

     

    Upon
termination of this Agreement DISTRIBUTOR shall promptly turn over to ESK all
marketing materials regarding the PRODUCTS in its possession, provided, however,
that DISTRIBUTOR shall have the right to keep such stock of marketing material
which is needed by DISTRIBUTOR to market its remaining stock of the PRODUCTS
after the termination comes into effect in the normal course of
business.  Notice and termination of this Agreement shall not affect
ongoing individual transactions between ESK and DISTRIBUTOR which are being
carried out in execution of this Agreement.  In the event of
termination of this Agreement, ESK shall continue to supply DISTRIBUTOR within
the terms of its obligations so that DISTRIBUTOR can execute the transactions
agreed with third parties until the notice of termination comes into effect in
the normal course of business.  However, ESK is only obliged to the
extent that DISTRIBUTOR does not have sufficient stock of the PRODUCTS to
execute the said transactions.

     

    16.          
FORCE MAJEURE AND CONSEQUENTIAL DAMAGES

     

    Apart
from any specific provisions in this Agreement excusing either party’s
performance or limiting its liability:

     

    16.1        
Valid Excuses for failure to perform

     

    Either
party shall be excused from any failure or delay in performance (except for
obligations of DISTRIBUTOR to make payments due hereunder) if such failure or
delay is due to inability to obtain raw materials from usual sources of supply,
transit failure or delay, labor problems or disputes, governmental orders or
restrictions, fire, flood, earthquake, or other acts of nature, accident,
war, civil disturbances, or any other cause(s) beyond such party’s reasonable
control.  In such event the affected party shall notify the other
party promptly.  Such notification shall include a statement of the
circumstances, commencement date and anticipated duration.  The rights
and obligations of either party under this Agreement affected by such an event
of force majeure shall be suspended only for the duration and to the extent of
such event of force majeure, and once such event of force majeure ceases to
exist, the rights and obligations of the parties shall continue in full
force.

      


    

     

     

    
 

    
      
        
          
            	 
      	 
      
	
                     

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    16.2  
 
Limitation
for Indirect Damages

     

    NEITHER
PARTY SHALL BE LIABLE TO THE OTHER FOR (a) ANY INCIDENTAL, INDIRECT,
CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES IN CONNECTION WITH ANY MATTERS,
INCLUDING NEGLIGENCE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE
PRODUCTS, OR OTHERWISE RELATING TO THE BUSINESS RELATIONSHIP OF THE PARTIES,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY THE
OTHER, OR (b) ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE
ACTUALLY PAID FOR THE PRODUCTS OUT OF WHICH THE LIABILITY AROSE; PROVIDED,
HOWEVER, THAT NOTHING HEREIN IS INTENDED TO LIMIT DISTRIBUTOR’S OBLIGATION TO
PAY FOR PRODUCTS.  BOTH PARTIES AGREE AND ACKNOWLEDGE THAT THIS
AGREEMENT IS MADE BETWEEN LEGAL ENTITIES AND THAT LIABILITY, IF ANY, DOES NOT
ATTACH TO ANY INDIVIDUAL MEMBER, OWNER, SHAREHOLDER, DIRECTOR OR OFFICER OF SUCH
LEGAL ENTITY.

    


    16.3        
Indemnification of Distributor

     

    ESK
agrees to PROTECT, INDEMNIFY, AND SAVE DISTRIBUTOR HARMLESS from any and all
claims of third parties (including all costs, legal fees, judgments and the
like) resulting from statutory claims or findings of product liability including
defects in workmanship of ESK Products, reduced solely and pro rata
proportionally by the culpability, if any, determined to exist with
DISTRIBUTOR.  ESK further agrees to PROTECT, INDEMNIFY, AND SAVE
Distributor HARMLESS from any and all statutory claims, suits, actions, demands,
compensation, penalties, assessments, taxes, damages or losses of any kind or
description, for damages or injuries to person or property (including that of
DISTRIBUTOR, and its sub distributors) asserted, received or sustained through
or on account of (i) any default, act or omission of ESK, its employees or
agents, (ii) any breach of this Agreement by ESK, or (iii) claims of any third
party claiming under, by or through ESK, its employees or agents, and to
reimburse any expenses, penalties or costs (including, but not limited to,
attorney’s fees and expenses of investigation) incurred by DISTRIBUTOR in
defending any such claim, demand, suit or action.

    


    16.4        
Indemnification of ESK

     

    DISTRIBUTOR
agrees to PROTECT, INDEMNIFY, AND SAVE ESK HARMLESS from any and all statutory
claims, suits, actions, demands, compensation, penalties, assessments, taxes,
damages or losses of any kind or description, for damages or injuries to person
or property (including that of ESK) asserted, received or sustained through or on
account of (i) any default, act or omission of DISTRIBUTOR, its employees or
agents, (ii) any breach of this Agreement by DISTRIBUTOR, or (iii) claims of any
third party claiming under, by or through DISTRIBUTOR,
its employees or agents unless related to PRODUCTS, and to reimburse any
expenses, penalties or costs (including, but not limited to, attorney’s fees and
expenses of
investigation) incurred by ESK in defending any such claim, demand, suit or
action.

     

     

     

    
 

    
      
        
          
            	 
      	 
      
	
                     

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    17.   RELATIONSHIP
OF THE PARTIES

     

    The
relationship between ESK and DISTRIBUTOR is that of separate corporate
entities.  Nothing stated in this Agreement shall be construed as
creating any relationship between the parties as partners or as employer and
employee, franchisor and franchisee, master and servant or principal and
agent.  DISTRIBUTOR shall be deemed a separate corporate entity at all
times, and shall have no express or implied right or authority to assume or
create any obligation on behalf of ESK or to conclude contracts on behalf of ESK
or otherwise to bind ESK.

    


    18.   ASSIGNMENT

     

    DISTRIBUTOR
may assign this Agreement only to a parent, subsidiary or affiliated firm with
ESK’s consent not to be unreasonably withheld. ESK may assign this Agreement
only to a parent, subsidiary or affiliated firm, or to another entity in
connection with the sale or other transfer of all or substantially all of its
business assets, upon reasonable notice in advance thereof to DISTRIBUTOR.
Subject to these restrictions, the provisions of this Agreement shall be binding
upon and inure to the benefit of the parties, their successors and permitted
assigns.

     

    19.   WAIVER

     

    The
waiver by either party of any of its rights or any breaches of the other party
under this Agreement in a particular instance shall not be construed as a waiver
of the same or different rights or breaches in subsequent
instances.  All remedies, rights, undertakings and obligations
hereunder shall be cumulative, and none shall operate as a limitation of any
other.

    


    20.   NOTICES

     

    All
notices and demands of any kind, which either ESK or DISTRIBUTOR may be required
or desire to serve upon the other under the terms of this Agreement shall be in
writing and shall be served by an internationally recognized air express courier
(Federal Express or equivalent) at the addresses set forth in this Agreement, or
at such other addresses as may be designated hereafter by the parties in
writing.  Notice by air express courier service shall be deemed
complete upon the delivery date identified in the signed courier’s
receipt.

    


    21.   PARAGRAPH
HEADINGS AND LANGUAGE INTERPRETATIONS

     

    The
paragraph headings contained herein are for reference only and shall not be
considered substantive provisions of this Agreement.  The use of a
singular or plural
form shall include the other form, and the use of a masculine, feminine or
neutral gender shall include the other genders.


    
      
        
          
            	 
      	 
      
	
                     

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    22.          EXECUTION OF
AGREEMENT


     

                  
This Agreement shall become effective only upon its execution by DISTRIBUTOR and
ESK.

    


    23.   
 
SEVERABILITY

     

    In the
event that any of the provisions of this Agreement, or the application of any
such provisions to the parties hereto with respect to their obligations
hereunder shall be determined by a trier of fact to be unlawful or
unenforceable, the remaining provisions of this Agreement shall remain in full
force and effect, and shall not be affected, impaired or invalidated in any
manner.  Any such invalid or unenforceable provisions shall be
replaced by provisions which are valid and enforeceable which best express the
intent of the contracting parties.

    


    24.   ENTIRE
AGREEMENT

     

    
      	
              24.1

            	
              This
      Agreement, together with any other documents incorporated herein by
      reference, constitutes the entire agreement between the parties hereto
      pertaining in any manner to the subject matter hereof.  This
      Agreement has been drafted and agreed upon in the English
      language.  Unless otherwise agreed in writing, the English
      version prevails over all and any versions drafted in another language
      which may have been attached or signed and these versions are deemed as
      working translations only.  Each party to this Agreement
      acknowledges that no oral or written representations, inducements,
      promises or agreements have been made which are not embodied
      herein.  IT IS THE INTENTION AND DESIRE OF THE PARTIES THAT THE
      EXPRESSED PROVISIONS OF THIS AGREEMENT NOT BE SUBJECT TO VARIATION BY
      IMPLIED COVENANTS OF ANY KIND.  Except as otherwise provided
      herein, any and all written or oral agreements heretofore existing between
      parties pertaining in any manner to the subject matter of this Agreement
      expressly are superseded and canceled by this Agreement.  Except
      as otherwise provided herein, this Agreement may not be modified,
      supplemented or amended, except by a written instrument signed by both
      parties.

            


    

    


    
      	
              24.2

            	
              Upon
      the other party’s request, the remaining party to this Agreement shall
      execute and deliver (or cause to be executed and delivered by other
      appropriate parties) any further agreements or other documents (which
      agreements or documents shall be in form and substance satisfactory to
      both parties) reasonably necessary or desirable to secure fulfilment of
      the obligations and intent of this
Agreement.

            


    

    


    25.   COUNTERPARTS

     

    This
Agreement can be executed in multiple counterparts, each of which shall be
deemed an original enforceable agreement, but all of which together form the
same agreement.

    


    26.   APPLICABLE
LAW, FORUM FOR DISPUTES AND CONSENT TO JURISDICTION

     

    This
Agreement shall be governed by the laws of the State of New York, without regard
to the choice of law provisions of such state and excluding the United Nations
Convention on Contracts for the International Sale of Goods.  The
parties hereby undertake to use good faith efforts to settle all disputes
arising under this Agreement.  Failing settlement, all disputes,
including without limitation claims of breach of contract, fraud in the
inducement and negligence, shall be referred to binding arbitration in New York,
New York USA in accordance with the Rules of Conciliation and Arbitration of the
International Chamber of Commerce.  The decision
of the arbitrator(s) shall be final and binding and may be enforced in any court
of competent jurisdiction.


    
      
        
          
            	 
      	 
      
	
                     

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    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year hereinabove written.

     

    
      
        
          	 
      	 
      	 
      
	
                  ESK
      Ceramics GmbH & Co.KG

                	 
      	
                  Tiger-Tight
      Corp.

                
	 
      	 
      	 
      
	
                  Kempten,
      May 29th, 2009

                	 
      	
                  Staten
      Island, NY, 22 May 2009

                
	 
      	 
      	 
      
	
                  By:
      Barbara Schaaf

                	 
      	
                  By:   Andrew
      Prince

                
	
                  Title:
      Vice President Sales and Marketing

                	 
      	
                  Title:
      President and CEO

                
	 	 	 
	
                  Dr.
      Thomas Jüngling

                  President

                	 	 


        

      

    

    


     

     

    
       

    

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
          
            	 
      	 
      
	
                     

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              Appendix 1:

            	 
      	
              PRODUCTS

            
	 
      	 
      	 
      
	
              Appendix 2:

            	 
      	
              TERRITORY

            
	 
      	 
      	 
      
	
              Appendix 3:

            	 
      	
              SALES
      PLAN (To be provided)

            
	 
      	 
      	 
      
	
              Appendix
      4:

            	 
      	
              Price
      and Availability Schedule

            


    

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    



    
      
        
          
            	 
      	 
      
	
                     

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