Exhibit 10.1


    
      

    


    Purchaser
      Agreement

    


    


    This
      Purchaser Agreement dated this 1st day, November, 2006 by and between HydroFlo
      Water Treatment, Incorporated, a North Carolina corporation located at 2501
      Reliance Ave. Apex, NC 27539 (the “Company”) andShine Holdings, Inc. a North
      Carolina corporation located at 2500 Regency Parkway, Suite 224, Cary, NC 27511
      (the “Purchaser”). 

    


    RECITALS

    A.
      The
      Company is engaged in the manufacture and sale of water treatment products,
      certain of which products are more particularly described in the attached
Schedule
      A,
      as the
      same may be hereafter amended by the mutual consent of the parties (collectively
      and including any other products listed in the Company’s catalogues from time to
      time, the “Products”); and

    


    B.
      The
      Purchaser engages to sell such Products to the end-users listed on the attached
      Schedule
      B
      in
      connection with those end-users’ operations located in the geographic areas also
      listed on the attached Schedule
      B,
      as the
      same schedule may be hereafter amended by the mutual consent of the parties
      (the
“Customers”); and

    


    C.
      The
      Company is willing to manufacture and supply Products to the Purchaser and
      to
      appoint the Purchaser as a distributor of the Products on the terms and
      conditions set forth herein;

    


    NOW
      THEREFORE, in consideration of the premises and the mutual promises and
      covenants set forth herein, the parties hereby agree as follows:

    

      1.    DISTRIBUTION
        RIGHTS.
        Subject
        to the terms and conditions set forth herein, the Company hereby appoints
        the
        Purchaser as a distributor of the Products to the Customers for the term
        of this
        Agreement as provided in Section 2 below. The Purchaser agrees that it shall
        not, directly or indirectly, offer, market, sell or otherwise deal in any
        products substantially similar in design or usage to the Products for sale
        to
        the Customers. No right or license to manufacture the Products are granted
        to
        the Purchaser by this Agreement.

    

     

    2.    TERM.
      This
      agreement shall commence on October 01, 2006 and, unless sooner terminated
      as
      provided in Section 7, shall continue in full force and effect for a period
      of
      one (1) year (the “Term”). This agreement shall be self renewing unless
      otherwise terminated.

    


    
      	
              3.

            	
              DUTIES
                OF THE PURCHASER.
                

            


    

    


    
      	 	
              (a)

            	
              The
                Purchaser shall use his best efforts to place the Products in operational
                use.

            


    

    
      	 	
              (b)

            	
              Guaranteed
                Units to be purchased according to the following schedules and minimums
                and exact pricing and equipment to be determined by site conditions
                to be
                described in a site characterization form (attached):

              (.1)
                Year one beginning 10/01/06: Purchaser
                warrants a guaranteed minimum purchase for use in Shine operation
                program
                of 10 systems, 100 GPM or larger Prior to
                9/30/07.

            



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	 	(.2) Year two beginning 10/01/07: Purchaser warrants
              a
              guaranteed minimum purchase for use in Shine operation program of 12
              (twelve) systems 100 GPM or larger prior to
              9/30/08.


      	 	 	 


      	 	 	(.3) Year three beginning 10/01/08: Purchaser warrants
              a
              guaranteed minimum purchase for use in Shine operation program of 15
              systems 100 GPM or larger prior to 9/30/09.


      	 	 	 


      	 	 	(.4) Year four beginning 10/01/09: Purchaser warrants
              a
              guaranteed minimum purchase for use in Shine operation program of 20
              systems 100 GPM or larger prior to 9/30/10.


      	 	 	 


      	 	 	(.5) Year five beginning 10/01/10: Purchaser warrants
              a
              guaranteed minimum purchase for use in Shine operation program of 25
              systems, 100 GPM or larger prior to 9/30/11.


      	 	 	 


      	 	
              (c)

            	
              The
                Purchaser shall comply with all appropriate federal, state, county
                and
                local laws, rules and regulations pertaining to this Agreement and/or
                the
                acquisition, receipt, holding, selling, distribution or advertising
                of the
                Products.

            


    

    
      	 	
              (d)

            	
              Minimum
                quantities ordered begin with October 31, 2006 and continue monthly
                for
                the next twelve months ending September 2007. Failure to adhere per
                the
                terms specified herein or failure to order during any three consecutive
                months shall be considered breach of contract with remedies described
                in
                paragraph 7. 

            


    

    
      	 	
              (e)

            	
              The
                Purchaser shall, at its own expense, make, execute or file such reports
                and obtain such licenses as are required by law or any public authority
                with respect to this Agreement and/or the acquisition, receipt, holding,
                selling, distributing or advertising of the
                Products.

            


    

    
      	 	
              (f)

            	
              The
                Purchaser shall be solely responsible for the declaration and payment
                of
                all local, state and federal taxes as may accrue because of the
                Purchaser's activities in connection with this
                Agreement.

            


    

    
      	 	
              (g)

            	
              The
                Purchaser shall maintain as confidential and proprietary all non-public
                information and details concerning (i) this Agreement per the attached
                confidentiality and non-disclosure agreement; (ii) the Products and
                (iii)
                the Company’s Marketing and Compensation Program. Notwithstanding the
                foregoing, either party to this Agreement the Purchaser may disclose
                any
                otherwise confidential information if the disclosure is required
                by a
                court or governmental authority. 

            


    

    
      	 	
              (h)

            	
              The
                Purchaser shall exercise due diligence to keep the Company informed,
                through regular written reports, with respect to any observations
                or
                complaints received from any of the Customers with regard to any
                of the
                Products.

            


    

    
      	 	
              (i)

            	
              The
                Purchaser shall bear its own costs and expenses incurred in performing
                its
                obligations hereunder.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (j)

            	
              All
                press related to HydroFlo Inc or its portfolio companies shall be
                reviewed
                and approved by HydroFlo Inc prior to being
                released.

            


    

    
      	 	
              (k)

            	
              Special
                orders of smaller units less than 100 GPM are available upon request
                but
                will not effect miminum order size.

            


    

    
      	 	
              (l)

            	
              A
                10% discount will be granted for volume purchases and the adjustment
                will
                be made at the end of the agreement term on a yearly
                basis.

            


    

    


    


    DUTIES
      OF THE COMPANY. 

    


    
      	 	
              (a)

            	
              The
                Company shall design systems appropriately to meet the needs for
                station
                based on conditions provided by the purchaser.


            


    

    
      	 	
              (b)

            	
              The
                Company shall be involved in the start-up of the system and training
                of
                the operations personnel.

            


    

    
      	 	
              (c)

            	
              The
                Company will make available names and telephone numbers of all PLUS
                system
                owners.

            


    

    
      	 	
              (d)

            	
              The
                Company will make available any and all “white” papers customarily written
                about the PLUS system.

            


    

    


    
      	 	
              4.

            	
              ORDERS
                AND DELIVERY. The Purchaser shall qualify submitted purchase orders
                for
                Products signed by a duly authorized officer and containing complete
                information regarding Product price, item number, quantity, requested
                delivery dates, shipping instructions and shipping address (each,
                a
                “Purchase Order”). Promptly, following receipt of Purchase Order, the
                Company shall acknowledge and confirm the order. Confirmed Purchase
                Orders
                shall be governed by the terms set forth herein to the exclusion
                of any
                additional or contrary terms set forth in the parties’ standard sales
                transaction forms.

            


    

    


    
      	
              5.

            	
              TERMS
                OF SALE AND PAYMENT.

            


    

    


    
      	 	
              (a)

            	
              During
                the Term of the contract, the Purchaser shall receive net pricing
                for each
                Product, less shipping costs. The Company shall furnish any revised
                price
                list to the Purchaser with a 90 day advanced notice of price increases.
                The list price shall be adjusted from time to time at the discretion
                of
                the Company.

            


    

    


    
      	 	
              (b)

            	
              All
                equipment produced by the company is sold f.o.b. the company’s office in
                Apex, NC.

            


    

    


    
      	 	
              (c)

            	
              The
                Customer shall pay for the Products in U.S. Currency by wire transfer
                or
                other payment according to the following payment
                plan:

            


      	 	 	 


      	 	 	(i) Thirty three percent (33%) due upon
              order.


      	 	 	 


      	 	 	(ii) Thirty three percent (33%) due upon design
              completion and component order.




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                 

              	
                (iii)
                  Remaining Balance will be due prior to
                  shipment.

              


      

      


      
        	 	
                 

              	
                (.2)
                  Freight charges shall be billed COD to the
                  purchaser.

              


      

       

    

    6.    LIMITED
      TRADEMARK LICENSE.
      During
      the Term, the Company grants to the Purchaser a limited, non-exclusive,
      royalty-free right and license to use, but not to register the name and
      trademark “HydroFlo Water Treatment.” Except as provided in this Section 6, the
      Purchaser agrees not to utilize the HydroFlo logo, or HydroFlo Water Treatment
      trade name or trademarks in any way or to name executives, employees, members
      or
      affiliates in any advertising format or medium without the prior express written
      consent of HydroFlo Water Treatment, Inc.

    


    7.    TERMINATION.
      In the
      event the Purchaser breaches any provision of this Agreement, the Company may
      terminate this Agreement immediately and shall have the right to seek all other
      available remedies. Upon the termination of this Agreement, the Company will
      complete the manufacture of all in-process Products subject to a Confirmed
      Purchase Order and the Purchaser completing the terms stated in 5. C. of this
      agreement, as provided in Section 4 and the Purchaser will purchase the same
      at
      the prices then in effect.

    


    8.    STATUS
      OF THE Purchaser.
      The
      Purchasers duly organized and is qualified and has all consents, permits and
      authorizations required to perform its obligations under this Agreement.


    


    9.    RELATIONSHIP
      OF THE PARTIES.
      The
      Purchaser acknowledges that it is an independent contractor. Nothing in this
      Agreement, its provisions or the transactions, obligations and relationships
      contemplated hereby shall constitute either party to this Agreement as the
      agent, employee or legal purchaser for the other party hereto for any purpose
      whatsoever, nor shall any party to this Agreement hold itself out as such.
      This
      Agreement does not create and shall not be deemed to create a relationship
      of
      partners, joint ventures, associates or principal and agent between the parties
      hereto, and the parties acknowledge that each is acting as a principal
      hereunder. This Agreement does not constitute either the sale of a franchise
      or
      a dealership to the Purchaser.

    


    10.        
       AMENDMENT.
      This
      Agreement may only be amended by mutual written agreement of the parties.


    


    11.        
       ENTIRE
      AGREEMENT.
      It is
      expressly agreed by the Parties that there are no verbal or written
      representations, understandings, stipulations, agreements, or promises relating
      to the subject matter of the Agreement not incorporated in writing in the
      Agreement. This Agreement constitutes the entire Agreement between the Parties
      hereto, and it cannot be amended except as provided in Section 10
      above.

    


    12.        
      BINDING
      AGREEMENT; GOVERNING LAW AND VENUE.
      The
      Purchaser acknowledges that it has read and understands this Agreement and
      that
      this Agreement shall become binding upon the Purchaser upon execution by both
      parties. This Agreement shall be governed by the laws of the State of North
      Carolina. It is expressly agreed by the Parties that any action or other
      proceeding initiated by one party to this Agreement against the other party
      relating to or for the enforcement of this Agreement shall be brought under
      arbitration to be conducted in compliance with the rules of the American
      Arbitration Association in Raleigh, North Carolina.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    13.         
      NOTICE.
      Any
      notice or invoice required or permitted herein shall, unless otherwise specified
      in this Agreement, be given by facsimile, telex, cable, registered mail-return
      receipt requested, or receipted overnight delivery properly addressed to the
      party to be notified at its address as stated below, and shall be deemed
      delivered when so transmitted.

    


    
      	
              If
                to the Company:

            	
              If
                to the

            
	 	
              Purchaser:

            
	 	 
	
              HydroFlo
                Water Treatment, Inc.

            	
              Shine
                Holdings, Inc.

            
	
              2501
                Reliance Ave.

            	
              2500
                Regency Parkway,

            
	
              Apex,
                NC 27539

            	
              Suite
                224

            
	 	
              Cary,
                NC 27511

            
	
              Attn
                Mr. Tom Barbee

            	
              Attn:
                Mr. Brett Swailes

            
	
              Telephone:
                919-355-1200

            	
              Telephone:
                919-654-3014

            
	
              Facsimile:
                919-355-1220

            	
              Facsimile:
                919-882-8244

            


    

    


    14.        
      FORCE
      MAJURE.
      Except
      as to payment obligations, neither party shall be liable or considered in
      default under this Agreement when the delay of performance is caused by
      circumstances beyond its reasonable control and occurring without its fault
      or
      negligence, including failure of suppliers, subcontractors, and carriers, acts
      of civil or military authorities, national emergencies, fire, flood, hurricane,
      acts of God, insurrection, and war, provided the affected party immediately
      provides notice thereof to the other and does those things reasonably possible
      to resume the timely performance of its obligations under this
      Agreement.

    


    15.        
      VALIDITY.
      In the
      event that any provision of this Agreement (a) is found to be invalid or
      unenforceable by final decision of a court of competent jurisdiction, or (b)
      is
      rendered invalid by reason of subsequently enacted legislation then that
      provision shall be of no force or effect, but the remainder of the Agreement
      shall continue in full force and effect. If a provision of this Agreement fails
      for either of the reasons listed above, the parties shall enter into immediate
      negotiations for the purpose of arriving at a mutually satisfactory replacement
      for such provision.

     

    16.        
      DISCLAIMER
      OF WARRANTIES; LIMITATION OF LIABILITIES.
      

    


    (a)    THE
      COMPANY PROVIDES ITS EQUIPMENT FOR THE PURPOSE OF AERATION TO WATER AND
      WASTEWATER, HOWEVER,SINCE THE CHARACTERISTICS OF WATER AND WASTEWATER ARE HIGHLY
      VARIABLE AND THOSE CHARACTERISTICS AFFECT THE ABILITY OF OXYGEN TO ENTER AND
      REMAIN IN THE WATER AND WASTEWATER, THE COMPANY SHALL ONLY WARRANT THE MATERIALS
      AND WORKMANSHIP OF THE EQUIPMENT AND THE VOLUME OF AIR INTRODUCED INTO THE
      WATER
      AS PROVIDED IN CURRENT AND FUTURE PRODUCT DOCUMENTS. NO OTHER WARRANTY IS
      EXPRESSED OR IMPLIED FOR THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
      PURPOSE, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, FOR ANY OF THE
      PRODUCTS.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b)    THE
      COMPANY SHALL IN NO EVENT BE LIABLE, WHETHER IN CONTRACT, TORT, OR ON ANY OTHER
      BASIS, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOSS
      OF
      PROFITS OF ANY KIND SUSTAINED BY THE PURCHASER, OR BY ANY PERSON DEALING WITH
      THE PURCHASER, IN CONNECTION WITH THE PRODUCTS. THE COMPANY 'S LIABILITY FOR
      ANY
      CLAIM OF ANY KIND (INCLUDING, WITHOUT LIMITATION, CLAIMS BASED UPON ANY EXPRESS
      WARRANTY CONTAINED HEREIN AND CLAIMS BASED UPON ANY WARRANTY IMPLIED BY LAW),
      SHALL BE LIMITED, AT THE COMPANY 'S OPTION, TO REPLACEMENT OF THE PRODUCTS
      OR
      THE DIFFERENCE BETWEEN THE INVOICED AMOUNT AND THE MARKET PRICE OF THE PRODUCTS
      AT THE TIME AND PLACE SPECIFIED IN THE PURCHASE ORDER OR THE RETURN TO THE
      PURCHASER OF THE AMOUNT PAID BY THE PURCHASER, AND THE PURCHASER EXPRESSLY
      WAIVES ANY RIGHT IT MIGHT HAVE TO ANY OTHER MEASURE OF DAMAGES, STATUTORY OR
      OTHERWISE.

     

    (c)    All
      warranty
      disclaimers contained herein are intended to comply with applicable
      law and shall be enforced to the fullest extent possible under applicable law.
      To the extent that any warranty disclaimer is deemed invalid under any law,
      which may be applied, any related non-disclaimable warranties, whether express
      or implied, shall be limited in duration to a period of six (6)
      months.

     

    (d)    System
      component warranties for pumps, valves, fittings, compressors, oxygen generation
      systems, and macerators shall be pass thru warranties provided by the OEM to
      the
      Purchaser.

     

    (e)    Neither
      the
      Purchaser, nor any agent, purchaser nor designee of the Purchaser shall make
      any
      warranties, representations or guarantees to any person, either orally or in
      writing, in the name of or on behalf of the Company without the Company's prior
      written consent.

    


    (f)    Any
      action
      for breach of this Agreement or for breach of any warranty, express or implied,
      of the Company shall be commenced within one (1) year from the date of the
      delivery of the Products.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto, through their duly authorized officers,
      have executed this Agreement as of the date first written above.

    


    
      	
              HydroFlo
                Water Treatment, Inc.

            	
              Company
                Shine Holdings, Inc.

            
	
              By:

            	 	 	
               

            	
              By:

            	 	 
	
              Name:
                T F Barbee

            	 	 	
              Name:
                Brett S. Swailes

            	 
	
              Title:
                COO

            	 	 	
              Title:
                CEO

            	 


    

    
      	
               

            	 
	
              HydroFlo
                Inc

            	 
	
              By:

            	 	 	 
	
              Name:
                George A. Moore III

            	 
	
              CEO

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      A

    


    Products
      Represented

    


    HydroFlo
      Plus System

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      B

    Shine
      Agreement

    


    


    Geographic
      Territories included for sales to Municipalities and Industrial
      accounts.

    


    


    Unlimited

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Confidentiality,
      Non-disclosure and Non-compete Agreement

    


    This
      Agreement is entered into this _____ day of ____________2006, between
HYDROFLO
      Water Treatment, Inc.
      (herein
      referred to as "HWTI”) located at 2501
      Reliance Avenue; Apex, North Carolina 27539,
      and
      ___________________, located at _________________________________(herein
      referred to as “Interested Party”).

    


    Now,
      therefore, all Parties to this Agreement agree as follows:

    


    The
      Parties are in the process of exchanging information and investigating a
      possible business undertaking for the purpose of either financial participation
      in HWTI, or assisting in the development, installation, use, and/or marketing
      of
      the HWTI system or system components. To permit the development of this process,
      the Parties have agreed to supply each other with confidential and proprietary
      information and materials to assist in the understanding of these processes
      and
      market potential and the development of a framework for structuring the business
      undertaking. In addition, it is possible that during and after the preparation
      of an anticipated working agreement, a Party may be exposed to information
      held
      confidential or proprietary by one or both of the other Parties to this
      Agreement.

    


    1.     Acknowledgment
      of Confidentiality.
      Each
      Party hereby acknowledges that it may be exposed to confidential and proprietary
      information of the other Party including, without limitation, project specific
      information; development opportunities; custom work product; business
      information (sales and marketing research, materials, plans, accounting,
      financial information, personnel records and the like); and other information
      designated as confidential expressly or by the circumstances in which it is
      provided, all collectively herein referred to as "Confidential Information".
      “The term "Information" as used herein also includes (i) the fact that the
      Information has been made available to or is being inspected or evaluated by
      Interested Party, (ii) the fact that such discussions or negotiations are taking
      place concerning the possible transaction between the parties, and (iii) any
      of
      the terms, conditions or other facts with respect to the transaction, including
      the status thereof. Any Information supplied by HWTI to Interested Party hereto
      prior to the execution of this Agreement shall be considered in the same manner
      and be subject to the same treatment as the Information made available after
      the
      execution of this Agreement. The term "Information" as used herein does not
      include any data or information:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              a.

            	
              Which
                is now in or hereafter enters the public domain beyond the control
                of
                Interested Party and without his or her violation of this
                Agreement;

            


    

    


    
      	
              b.

            	
              Which
                is known (as evidenced by documentation in Interested Party’s possession
                as of the date of this Agreement) by Interested Party prior to the
                time of
                disclosure by HWTI or independently developed by Interested Party
                without
                access to information disclosed by
                HWTI.

            


    

    


    
      	
              c.

            	
              Which
                is disclosed in good faith to Interested Party by a third party legally
                entitled to disclose the same; or

            


    

    


    
      	
              d.

            	
              Which
                is specifically released in writing by HWTI. Provided, however, that
                the
                burden shall be on Interested Party to prove the applicability of
                one or
                more of the foregoing exceptions by documented evidence, should HWTI
                question the applicability of such exceptions. This section shall
                not,
                however, be construed to 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              e.

            	
              provide
                any presumption of responsibility for confidential information which
                may
                enter the public domain from other sources by unknown means, nor
                to
                require any burden of proof that Interested Party did not cause such
                an
                event.”

            


    

    


    2.     Covenant
      Not to Disclose.
      With
      respect to the other Party's information which is identified in writing or
      orally to be confidential, the recipient hereby agrees that during the Term
      of
      this agreement and at all times thereafter it shall not use, commercialize,
      or
      disclose such Confidential Information to any such person or entity, except
      to
      its own employees having a "need to know" (and who are themselves bound by
      similar nondisclosure restrictions), that all such recipients shall have first
      executed a confidentiality agreement in a form acceptable to both Parties.
      Each
      Party shall use at least the same degree of care in safeguarding the other
      Party's Confidential Information as it uses in safeguarding its own confidential
      information.

    


    3.     Non-Compete.
      Recognizing that the Confidential Information of the Parties are special and
      unique assets of each Party and until the Parties finalize their anticipated
      working relationship, each Party agrees that during the term of this Agreement
      and continuing for a period of two (2) years following termination of this
      Agreement neither Party will directly or indirectly use marketing materials,
      contacts, or information provided by the other party to solicit or engage in
      any
      competitive business with each Party’s current or prospective clientele. The
      intent of this clause is to prohibit each Party from using any shared
      information or experience in any way that competes with the interest of the
      other Party. The intent is not to prevent or restrict business relationships
      that either Party has already established or may be established in the future
      through mechanisms completely unrelated to and independent of the joint business
      undertaking of the Parties.

    


    4.     Violation
      of Terms or Conditions.
      If it
      appears that either Party has violated (or threatened to violate) any provision
      of this agreement, the affected Party shall be entitled to an injunction to
      restrain the other Party from disclosing, in whole or part, such Confidential
      Information, or from providing any services to any third party to whom such
      Confidential Information has been disclosed or may be disclosed. The affected
      Party shall not be prohibited by this provision from pursuing other remedies,
      including claims for losses and damages.

    


    5.     Party's
      Inability to Contract for the other Party.
      No
      Party shall have the right to make any contracts or commitments for or on behalf
      of the other Party without first obtaining express written consent of the other
      Party. 

    


    6.     Inventions.
      All
      right, title, and interest, of every kind whatsoever, in the United States
      and
      throughout the world, in any copyrights, trademarks, and any ideas, designs,
      discoveries, inventions, and improvements with economic value, whether or not
      patentable or capable of copyright or trademark registration, created,
      developed, or conceived by the Interested Party while employed or engaged by
      HWTI relating in any manner to the HWTI system or system components shall be
      the
      sole property of HWTI. The Interested Party shall execute all documents
      reasonably necessary as requested by HWTI to create, enforce, or evidence HWTI࿖s
      right in the foregoing property. This provision 6 does not apply to copyrights,
      trademarks, and ideas, designs, discoveries, inventions, and improvements with
      economic value that are created, developed or conceived by the Interested Party
      which are unrelated to HWTI’s current or planned products, services or
      operations.

    


    7.     Term
      of Agreement.
      The
      provisions of this Agreement shall remain in full force and effect for a period
      of two (2) years after written termination of this Agreement. Written
      termination may be implemented by either Party at anytime by thirty (30) days
      prior written notice upon which each party must return information supplied
      by
      the other party during the effective period of this Agreement. All materials
      must be returned to the rightful party within sixty (60) days of the termination
      date of the Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    8.     Ownership;
      Return of Information.
“No
      license to the Interested Party, under any trademark, patent, copyright, mask
      work protection right or any other intellectual property right, is either
      granted or implied by the conveying of Information to Interested Party. All
      Information (including tangible copies and computerized or electronic versions
      thereof) shall remain the property of HWTI. Within ten (10) days following
      the
      receipt of a written request referencing this Agreement and this paragraph
      from
      HWTI, Interested Party shall deliver to HWTI all tangible materials containing
      or embodying the Information received from HWTI. That portion of the Information
      which has been incorporated into analyses, compilations, comparisons, studies
      or
      other documents prepared by Interested Party or his or her associates and
      employees shall be destroyed.”

    


    This
      agreement, is the entire agreement between the Parties and may be amended or
      altered only in writing by both Parties and shall be deemed to have been made
      and entered into in the State of North Carolina, and the construction, validity,
      and enforceability of this agreement shall be governed by the laws in Wake
      County, in the State of North Carolina.

    


    Facsimile
      Transmission: A fax transmission of this agreement, including without
      limitations, the faxed signature of the signer of a Party to this Agreement,
      and
      other documents relating to the operations of or transactions and procedures
      set
      forth in this Agreement or confidential information disclosed in accordance
      with
      this agreement, shall be acted upon and be deemed and treated to be an original
      document for all purposes.

    


    Entered
      into this _________________________, 2006.

     

    
      
        	HYDROFLO Water Treatment, INC.	 	INTERESTED PARTY