exhibit10_1.htm


    READY
WELDER CORPORATION

    1691
N. Gaffey Street, Suite A, San Pedro, CA 90721

    310
832-2541 Telephone —310 832-9958 Facsimile

    


    


    


    


    


    PRIVATE, PROPRIETARY &
CONFIDENTIAL

    


    General
Information Disclaimer Notice -~ Restricted Documents

    This
letter is a confidential, private, proprietary official document of the Ready
Welder Corporation. By reading beyond this point, you agree, acknowledge and
accept that this is a private encoded communication of privileged, proprietary
and confidential information and you agree to keep it private, confidential and
protected from further disclosure.

    


    


    


    DISTRIBUTORSHIP
AGREEMENT

    


    By
and Between

    


    READY
WELDER CORPORATION, as Manufacturer

    


    


    


    Lodestone
LLC,

    As
Master Distributor

    4769
Wesley Drive

    Anaheim,
California

    


    


    


    


    Dated:
May 25th, 2007

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      MASTER
DISTRIBUTOR AGREEMENT

    

    


    This
Agreement (“Agreement”)
is entered into on the 25th day of May 2007 by and between Ready Welder Corporation
(hereinafter referred to as “RWC”) and Lodestone LLC as Master
Distributor, with reference to the following:

    


    RECITALS

    


    
      	
              A.  

            	
              The
      parties wish to establish a relationship whereby distributor will, from
      time to time and at its option, represent the proprietary products of RWC
      with respect to planning, structuring and acting in the capacity as Master
      Distributor, on own behalf, reach agreement with prospective sources as to
      the marketing, promotion and sale of the proprietary products manufactured
      by RWC.

            


    

    


    
      	
              B.  

            	
              Master
      Distributor shall have the right for a period of one year, or any
      extension thereof as provided herein (“The Term”), from the date of this
      Agreement to accomplish the marketing, promotion and sale of the
      proprietary products of RWC.

            


    

    


    
      	
              C.  

            	
              The
      parties now desire to enter this Agreement to set forth the terms of their
      relationship.

            


    

    


    NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:

    


    AGREEMENT

    


    1.           Master
Distributor, (LODESTONE LLC) Responsibility. Lodestone will sell the RWC
products shipped to them under the terms outlined in this contract and in the
addendum attached hereto. 2. Lodestone LLC will be responsible for repair of
Ready Welder systems they have sold and that were returned under Warranty. In
addition, Lodestone LLC will carry sufficient inventory of replacement parts to
facilitate a timely Warranty repair. 3. Lodestone LLC’s will have a trained
sales and technical staff sufficient to respond to customer questions or
concerns. 4) As Master Distributor, Lodestone LLC will coordinate all sates and
marketing materials, images, slogans, web pages and printed materials with RWC
to ensure other distributors and dealers are promoting a consistent and clear
product image and capabilities message

    


    2.           RWC
Responsibility. RWC understands and agrees to maintain quality control
and high quality standards in the manufacture of RWC products. Further, RWC
agrees to maintain quality standards in all parts and raw materials used in the
manufacturing process. RWC understands and agrees to maintain, in RWC sole
opinion, adequate product liability insurance and provide Lodestone LLC with
proof of same. RWC agrees to provide counsel, expertise and telephonic technical
support for RWC products. RWC will have authority and approval over any and all
marketing and advertising of RWC product. Lodestone LLC agrees that any and all
marketing and advertising must be approved by RWC. Such marketing and
advertising approval shall not be unreasonably withheld, and will be handled in
an expeditious and timely maimer by RWC.

    
      
         

      

      
        Page 2 of
8 

        
          

        

      

      
         

      

    

    
      3.           Product
Pricing, Payment Agreements, Products Sale Terms and Conditions, and Product
Production and Shipment Commitments. It is agreed by both RWC and
Lodestone LLC that there will be a mutually agreed upon and binding exhibit A
attached to, and incorporated into, as an integral part of this Agreement,
detailing terms and agreement(s) as to product pricing, product sale terms and
conditions, marketing and promotional terms, shipping terms, product quantities,
production and shipping schedules and any other considerations and/or terms and
conditions mutually agreed upon and between RWC and Lodestone LLC. It is agreed
and understood that the extension of credit will be at the sole discretion of
RWC.

    

    


    4.           Indemnity.

    


    5.           Term.
The term of this Agreement is for one year and one day (366 days) from the date
of execution and may be extended for like terms by mutual written agreement
executed by all parties hereto. RWC retains the right to terminate this
agreement immediately upon written notice property mailed in the event of any
misrepresentations, breach of contract, gross negligence, criminal acts and/or
any act deemed detrimental to the financial stability and/or reputation and/or
the products of RWC. Further, this Agreement may be canceled by either party
upon ninety (90) days’ written notice with proper delivery.

    


    
      
        	
                6.           Confidentiality.
      Information about Ready Welder Corporation its Employees, customers,
      suppliers, and vendors is to be kept confidential and divulged only to
      individuals that have a need and authorization to receive such information
      for the code purpose of arranging the sale of RWC products. All records
      and files maintained by RWC are confidential and remain the property of
      RWC. Confidential information includes, but is in no way limited to,
      product engineering. manufacturing suppliers, product specifications,
      financial records, business, marketing, and strategic plans, personnel and
      payroll records regarding current and former employees) the identity of,
      contact information for, and any other account information on customers,
      vendors, and suppliers; programs, trade secrets, formulas, techniques, and
      processes; and any other documents or information regarding RWC
      operations, procedures or practices. Information deemed confidential by
      RWC may not be divulged to third parties without the express written
      authorization of RWC. Confidential information obtained during association
      with or through RWC may not be used by Lodestone LLC for the purpose of
      furthering current or future outside activities and/or for obtaining
      personal gain or profit without the express written consent of RWC. RWC
      reserves the right to avail itself of all legal or equitable remedies to
      prevent impermissible use of confidential information or to recover
      damages incurred as a result of the impermissible use of confidential
      information. Lodestone LLC has the same rights of confidentiality from RWC
      as are given by the Lodestone LLC to RWC
  hereunder.

              


      

    

    


    7.           Sales and
Marketing Areas. Exclusive territorial rights of Lodestone LLC may extend
to any one or more foreign countries, subject to the following stipulations: 1)
There is no other previously appointed Master Distributor in the country of
interest. 2) Lodestone LLC, as Master Distributor, facilitates the formation of
local dealers in the country of interest.

    


    8.           Taxes.
All parties to this Agreement hereto agree that they, individually and
separetely, accept liability of any taxes, imposts, levies or any other
assessments of any kind that may he applicable to the performance and execution
of their respective duties and obligations herein.

    
      
         

      

      
        Page 3
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    9.           Legal
Jurisdiction. This Agreement shall be interpreted under the Laws of the
State of California and the United States of America and those laws shall govern
the construction, interpretation, validity, enforceability, performance and say
in such matters with respect to this Agreement

    


    10.           Attorney's
Fees. In the event of any legal action between the parties hereto,
arising out of or relating to this Agreement or the breach thereof, the
prevailing party shall be entitled to recover from the losing party reasonable
court and attorney’s fees and costs.

    


    11.           Transmitted
Conditions. All transmitted conditions (i.e., facsimiles, e-mails, etc.)
of this Agreement when fully executed, and any and all related documents, shall
be as originals and deemed legal and binding as delivered
originals.

    


    12.           Force
Majeure. The Force Majeure exception clause of the International Chamber
of Commerce (I.C.C. Publication No.421) is hereby incorporated in, and made an
integral part of, this Agreement.

    


    13.           Changes.
Any and all changes, notices and notifications for this Agreement shall be made
in writing, and executed by both parties prior to execution of these changes.
Facsimile copies are deemed to as originals and are to be acceptable as format
written notice and acceptance.

    


    14.           Entire
Agreements. This Agreement contains the entire agreement of the parties
hereto, and supersedes any prior written or oral agreements between them
concerning the subject matter contained herein. There are no representations,
agreements, arrangements, or understanding, oral or written between and among
the parties hereto, relating to the subject matter contained in this Agreement,
which are not fully expressed herein.

    


    The
failure of either party to enforce any provision of this Agreement shall not be
construed as a waiver or limitation of that party’s right to subsequently
enforce and compel strict compliance with every provision of this
Agreement

    


    5.           In This
Agreement. Reference to the singular shall include the plural, masculine
shall include the feminine, the whole shall include the part, the personal shall
include the corporate and in all cases vice versa, as if they were set out
separately and traversed seriatim.

    


    16.           Enforceability.
If any provision of this Agreement shall be held to be invalid or unenforceable
for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would become valid and
enforceable, then such provision shall be deemed to be written, construed
and  enforced as so limited.

    


    17.           Additional
Documentation. Each party to this Agreement states that it is ready,
willing and able to promptly prepare and issue all necessary affidavits and
other documentation necessary to enable the objectives of this Agreement to be
achieved.

    
      
         

      

      
        Page 4
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    18.           Notices.
Any notice of communication required or permitted hereunder shall be given in
writing, sent by (a) personal delivery with proof of delivery; (b) expedited or
overnight delivery service with proof of delivery; or (c) confirmed facsimile or
E-Mail addressed to the respective Party at their respective address stated
herein.

    


    19.           Authority.
All parties to this Agreement confirm that each is fully empowered, legally
qualified and duly authorized to execute and deliver this Agreement and to be
bound by its terms and conditions.

    


    


    


    


    


    


    (This
portion of the page left blank intentionally)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
         

      

      
        Page 5
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    IN WITNESS WHEREOF, the
parties hereto have accepted and agreed for and on behalf of:

    


    “Master
Distributor”                                                                           “Ready
Welder Corporation”

    


    /s/                                                                                   /s/________________________                                           

    (Authorized
Signatory)                                                                        (Authorized
Signatory)

    Printed
Name Richard
Barden                                                                         Printed
Name: Theodore Holstein

    Manager,
Lodestone
LLC                                                                      Chairman & CEO, Ready Welder
Corp.

    Title:  Master
Distributor

    


    


    


    


    


    


    Corporate Seal

    


    


    


    


    


    Witness:                                           
Witness:

    
 

    


    


     

    


    
      
      

      
        
           

        

        
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    Addendum
to Master Distributor Contract

    


    Exhibit
A - Addendum to Master Distributor Contract

    


    
      	
              Unit
      prices are as follows:

            	 
      	
              Retail

            	 
      	
              Dealer

            	 
      	
              Lodestone

            
	
              SYSTEMS

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              10000

            	 
      	
              $

            	
              599.00

            	 
      	
              $

            	
              335.00

            	 
      	
              $

            	
              201.00

            
	
              10000ADP

            	 
      	
              $

            	
              619.00

            	 
      	
              $

            	
              349.00

            	 
      	
              $

            	
              209.40

            
	
              10250

            	 
      	
              $

            	
              639.00

            	 
      	
              $

            	
              363.00

            	 
      	
              $

            	
              217.80

            
	
              10000-CS

            	 
      	
              $

            	
              684.00

            	 
      	
              $

            	
              420.00

            	 
      	
              $

            	
              252.00

            
	
              10000
      ADP-CS

            	 
      	
              $

            	
              705.00

            	 
      	
              $

            	
              435.00

            	 
      	
              $

            	
              261.00

            
	
              10250-CS

            	 
      	
              $

            	
              726.00

            	 
      	
              $

            	
              450.00

            	 
      	
              $

            	
              270.00

            
	 
      	 
      	
              $

            	 
      	 
      	
              $

            	 
      	 
      	
              $

            	 
      
	
              CS
      Upgrade

            	 
      	
              $

            	
              250.00

            	 
      	
              $

            	
              150.00

            	 
      	
              $

            	
              90.00

            
	
              ACCESSORIES

            	 
      	
              $

            	 
      	 
      	 
      	 
      	 
      	
              $

            	 
      
	
              2'
      Pigtail Assembly

            	 
      	
              $

            	
              25.00

            	 
      	 
      	 
      	 
      	
              $

            	
              22.50

            
	
              2’
      Series Cable

            	 
      	
              $

            	
              6.50

            	 
      	 
      	 
      	 
      	
              $

            	
              5.85

            
	
              AC/DC
      Adapter

            	 
      	
              $

            	
              25.00

            	 
      	 
      	 
      	 
      	
              $

            	
              22.50

            
	
              Assembly
      & Cover Half

            	 
      	
              $

            	
              20.00

            	 
      	 
      	 
      	 
      	
              $

            	
              18.00

            
	
              Battery
      Clamp Set

            	 
      	
              $

            	
              8.50

            	 
      	 
      	 
      	 
      	
              $

            	
              7.65

            
	
              Black
      Battery Clamp

            	 
      	
              $

            	
              5.25

            	 
      	 
      	 
      	 
      	
              $

            	
              4.73

            
	
              Carrying
      Case

            	 
      	
              $

            	
              43.20

            	 
      	 
      	 
      	 
      	
              $

            	
              38.88

            
	
              Circuit
      Board

            	 
      	
              $

            	
              50.00

            	 
      	 
      	 
      	 
      	
              $

            	
              45.00

            
	
              Circuit
      Board & Motor

            	 
      	
              $

            	
              60.00

            	 
      	 
      	 
      	 
      	
              $

            	
              54.00

            
	
              Motor
      Replacement

            	 
      	
              $

            	
              10.00

            	 
      	 
      	 
      	 
      	
              $

            	
              9.00

            
	
              Operator’s
      Manual

            	 
      	
              $

            	
              2.00

            	 
      	 
      	 
      	 
      	
              $

            	
              1.80

            
	
              Red
      Battery Clamp

            	 
      	
              $

            	
              5.25

            	 
      	 
      	 
      	 
      	
              $

            	
              4.73

            
	
              Red
      Quick Disc Connector

            	 
      	
              $

            	
              10.00

            	 
      	 
      	 
      	 
      	
              $

            	
              9.00

            
	
              CONSUMABLES

            	 
      	
              $

            	 
      	 
      	 
      	 
      	 
      	
              $

            	 
      
	
              .023  Contact
      Tips (25)

            	 
      	
              $

            	
              21.25

            	 
      	 
      	 
      	 
      	
              $

            	
              19.13

            
	
              .030
      HD Contact Tips (25)

            	 
      	
              $

            	
              22.50

            	 
      	 
      	 
      	 
      	
              $

            	
              20.25

            
	
              .035
      HD Contact Tips (25)

            	 
      	
              $

            	
              22.50

            	 
      	 
      	 
      	 
      	
              $

            	
              20.25

            
	
              .040
      HD Contact Tips (25)

            	 
      	
              $

            	
              22.50

            	 
      	 
      	 
      	 
      	
              $

            	
              20.25

            
	
              .045
      HD Contact Tips (25)

            	 
      	
              $

            	
              22.50

            	 
      	 
      	 
      	 
      	
              $

            	
              20.25

            
	
              Gas
      Defuser

            	 
      	
              $

            	
              7.20

            	 
      	 
      	 
      	 
      	
              $

            	
              6.48

            
	
              Nozzle
      Insulators (5)

            	 
      	
              $

            	
              14.00

            	 
      	 
      	 
      	 
      	
              $

            	
              12.60

            
	
              Nozzle
      Pack (5)

            	 
      	
              $

            	
              24.00

            	 
      	 
      	 
      	 
      	
              $

            	
              21.60

            
	
              EXTENSIONS

            	 
      	
              $

            	 
      	 
      	 
      	 
      	 
      	
              $

            	 
      
	
              20’
      Ext for 10000 Models

            	 
      	
              $

            	
              85.20

            	 
      	 
      	 
      	 
      	
              $

            	
              76.68

            


    

    
      	
              20’
      Ext for 10250 Models

            	 
      	
              $

            	
              48.24

            	 
      	 
      	 
      	 
      	
              $

            	
              43.42

            
	
              50’
      Ext for 10250 Models

            	 
      	
              $

            	
              105.75

            	 
      	 
      	 
      	 
      	
              $

            	
              95.18

            
	
              50’
      Ext for 10000 Models

            	 
      	
              $

            	
              213.00

            	 
      	 
      	 
      	 
      	
              $

            	
              191.70

            
	
              WELDING
      WIRES

            	 
      	
              $

            	 
      	 
      	 
      	 
      	 
      	
              $

            	 
      
	
              .023  Aluminum
      Wire, 1 LB Spool

            	 
      	
              $

            	
              15.75

            	 
      	 
      	 
      	 
      	
              $

            	
              14.18

            
	
              .023
      Stainless Steel Wire, 308L, 1LB Spool

            	 
      	
              $

            	
              16.29

            	 
      	 
      	 
      	 
      	
              $

            	
              14.66

            
	
              .023
      Steel Wire, 1 LBS

            	 
      	
              $

            	
              19.59

            	 
      	 
      	 
      	 
      	
              $

            	
              17.63

            
	
              .030
      (8mm) Silicon Bronze Wire

            	 
      	
              $

            	
              16.14

            	 
      	 
      	 
      	 
      	
              $

            	
              14.53

            
	
              .030
      Aluminum Wire, 1 LB Spool

            	 
      	
              $

            	
              15.75

            	 
      	 
      	 
      	 
      	
              $

            	
              14.18

            
	
              .030
      Stainless Steel Wire, 308L, 1LB Spool

            	 
      	
              $

            	
              14.88

            	 
      	 
      	 
      	 
      	
              $

            	
              13.39

            
	
              .030
      Steel Flux Core Wire

            	 
      	
              $

            	
              10.83

            	 
      	 
      	 
      	 
      	
              $

            	
              9.75

            
	
              .035
      Aluminum Wire, 1 LB Spool, ER5356

            	 
      	
              $

            	
              10.56

            	 
      	 
      	 
      	 
      	
              $

            	
              9.50

            
	
              .035
      Aluminum Wire, 1 LB Spool, ER5356 (5 Pack)

            	 
      	
              $

            	
              46.80

            	 
      	 
      	 
      	 
      	
              $

            	
              42.12

            
	
              .035
      Stainless Steel Flux Core Wire, 1LB Spool

            	 
      	
              $

            	
              49.20

            	 
      	 
      	 
      	 
      	
              $

            	
              44.28

            
	
              .035
      Steel Flux Core Wire, 1 LB Spool

            	 
      	
              $

            	
              10.83

            	 
      	 
      	 
      	 
      	
              $

            	
              9.75

            
	
              .035
      Steel Flux Core Wire, 1 LB Spool (5 pack)

            	 
      	
              $

            	
              48.74

            	 
      	 
      	 
      	 
      	
              $

            	
              43.87

            
	
              .045
      Steel Flux Core Wire, 2 LB Spool

            	 
      	
              $

            	
              17.82

            	 
      	 
      	 
      	 
      	
              $

            	
              16.04

            


    

    


    Terms and
Conditions:

    l.
Payments terms to be 30 days from date of invoice, except for Pallet Load lots,
payment will be made at the time Purchase Order is sent, or when order is ready
to be shipped

    2.
After the first six months, a monthly average of units purchased shall be
established as a quota for each ensuing six-month period, for the purpose of
maintaining exclusivity by the Distributor.

    3.
The minimum purchase of systems is one pallet, or 54. Minimum purchase can be a
mixture of any listed system. There is a $50 minimum for any combination of
accessories, consumables, extensions, and welding wire.

    4.
Ready Welder will provide a contact list of current Ready Welder dealers to
Lodestone so Lodestone’s marketing and sales efforts can increase purchases by
these dealers. Dealers and retai1 customers who had purchased from Ready Welder
between June 1st, 2006
and June 1st, 2007, can. continue to purchase from the Ready Welder factory. All
dealers and customers who have not purchased since June 1st, 2006 become
Lodestone customers and will be directed by the Ready Welder factory to contact
Lodestone.

    5)
All USA military sales will be factory direct.

    6)
Ready Welder will provide electronic artwork,images and text files to Lodestone
so Lodestone can create mailing pieces, ads, brochures, and a web site. All
marketing material created by Lodestone will be approved by Ready Welder in
advance. Ready Welder will include Lodestone as Master Distributor on the Ready
Welder web site and future marketing material.

    7)
Ready Welder will carry sufficient Product Liability Insurance and list
Lodestone LLC as an Additional insured.

    8)
Any necessary cost based changes to the above pricing schedules, will not become
effective until 60days after a written notice is delivered to Master
Distributor.

    
      
         

      

      
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    Terms and
Conditions:

    


    Modified
March 15th 2008

    


    Payment
terms for Ready Welder systems will be COD. Payment terms to be 30 days from
date of invoice for all accessory items.

    


    After
the first six months, a monthly avenge of units purchased shall be established
as a quota for each ensuing six-month period, for the purpose of maintaining
exclusivity by the Distributor

    


    The
minimum purchase of systems is one pallet, or 54. Minimum purchase can be a
mixture of any listed system. Any quantity above the minimum is allowed. There
is a $50 minimum for any combination of accessories, consumables, extensions,
and welding.

    


    4)
As of March24th 2008 and until June 30th 2008,
Lodestone/Weldstone, (L/W) as Master Distributor, will service, process and
support all distributor, dealer, and retail sales of Ready Welder products,
except for such products indicated by Ready Welder, that it has and may select
for it’s own distribution and sales activities. For example: RWC is currently
filling orders for Snap-on Tool Co., the US Army, GSA, and plans to sell to
other governmental agencies and Railroad Companies worldwide, and OEM service,
and specialized kits for companies and entities ordering such.

    


    5)
Lodestone/Weldstone will manage pricing of the products it sel1s mindful that
costs of manufacturing RWC products are, and have been rising, and in no case,
regardless of quantity shall any sale be below $290.per unit, for our lowest
priced standard Model 10000. and proportionately for the other higher priced
Models

    L/W
is aware that concomitant with the signing of this portion of the agreement of
May 27th 2007, it own costs of goods to be sold will have increased. For example
Standard Model 10000 cost to L/W will be $250.00. All models and parts have
increased pro-rata.Minimum order quotas for April, May and June will be 1
Pallette Load per month.

    


    7)
All Ready Welder marketing material created by Lodestone/Weldstone will be
approved in advance by Ready Welder. Ready Welder will include Weldstone as
Master Distributor on the Ready Welder web site and fixture marketing
material.

    


    8)
RWC intends to continue to own its present Website, and control whatever words,
pictures or charts are displayed thereon. Access thereto may be allowed to
certain employees of L/W, however such permission may be withdrawn in the event
of unsatisfactory behavior by an employee of L/W

    


    9)
Ready Welder will carry sufficient Product Liability Insurance and list
Lodestone LLC as an Additional Insured.

    


    10)
This document becomes the new Exhibit A to the May 25th 2007
agreement.

    


    Agreed
by:

    


     /s/ Ted
Holstein                                                      /s/ Richard
Barden

    Ted
Holstein for Ready Welder
Corp                      Rich
Barden for Lodestone LLC/Weldstone

    Date:
03/21/08                                                       Date:
03/24/08


    
      
         


      

      
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