EXHIBIT 10(s)


 


Joint Manufacturing & Marketing Agreement


 


 


Written Agreement:


Alpha
ProTech Engineered Products, Inc. and Perma-R Products, Inc., agree to the
terms and conditions as set forth in this agreement in relationship to
synthetic roof underlayment.


 


Exclusivity & Time Frame:


Alpha
ProTech agrees to manufacture and supply exclusively to Perma-R Products and
Perma-R Products agrees to purchase and market exclusively for Alpha ProTech
throughout North America all roof underlayment products. Alpha ProTech and
Perma-R will review and evaluate the progress of roof underlayment at the end
of 2007 with further reviews and evaluations every 3 years thereafter. During
the initial 3 year period, Alpha ProTech requests a minimum of $3.0 Million in
purchases of roof underlayment per year. Future purchases beyond the 3 years
would be established and mutually agreed to during the review at the end of
2007. After each review and evaluation, the new purchasing volumes established
will set precedence for future term agreements beyond the initial three years.
At the end of any review period either party has the right on 120 days notice
to discontinue the exclusivity aspect of the agreement.


 


Pricing:


The
pricing will reflect two price levels based on the territory sold as described
below and will be inclusive of freight and delivery charges in the continental
United States. Any shipments outside of the continental United States will be
F.O.B. Alpha ProTech’s shipping location. The initial pricing will be valid for
one year from date of agreement so long as raw material prices do not adjust by
more or less than 3.75% at any time during the first year. After the first
year, any and all price changes will be awarded a 60 day notice from
implementation of a price change. All pricing will be held in strict confidence
and not shared with any employees outside of this agreement. Payment terms
shall be Net 30 Days.


 


Zone
1 will be East of Texas, Oklahoma, Kansas, Nebraska, South Dakota and North
Dakota.


Zone
2 will be West of Louisiana, Arkansas, Missouri, Iowa and Minnesota.


 


Code Listings:


The
listing will be inclusive to cover all codes and requirements for use as a roof
underlayment as required by ICC and shall include Miami-Dade Code Approvals for
use as a roof underlayment.


 


Service, Inventory & Delivery:


All
orders shall ship within 10 business days from order placement. If the delivery
date is not met and there is additional cost of expedited shipping to cover a
customers needs, Alpha ProTech shall share in any additional freight cost above
the normal cost of shipping. Emergency and hot rush orders shall ship within 3
business days of order placement. Perma-R will communicate with Alpha ProTech
as to inventory requirements on a regular basis to cover three months usage. It
is understood that any inventory on hand will be taken by Perma-R so long as
the material is of merchantable condition. Alpha ProTech will offer technical
as well as sales support at all times to any customer and/or staff of Perma-R
as requested. Alpha ProTech will maintain an open door policy to any and all
customers of Perma-R and the staff of Perma-R.


 


Quality:


Alpha
ProTech will provide to Perma-R a product that will meet or exceed the industry
standards for synthetic roof underlayment. Should there be a defective
shipment, Alpha ProTech will ship new material within 2 business days and pay
for all cost of transportation to and from the customers location. Shall any


 


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defective material be installed and have to be
replaced in the field, Alpha ProTech shall share in the labor cost to replace
the defective material. The product will be packed and shipped to arrive in the
same quality as it is manufactured. All print quality will meet or exceed
industry standards for synthetic roof underlayment.


 


Additional Insured:


Alpha
ProTech shall have Perma-R Products listed as an additional insured for product
liability in the amount of $2,000,000 on Alpha ProTech’s Product Liability
coverage. Alpha Pro Tech agrees to reimburse Perma-R Products for any out of
pocket expense including any reasonable attorneys fees that may occur, if
liability is found to be that of Alpha Pro Tech and Perma-R Products agrees to
reimburse Alpha Pro Tech for any out of pocket expense including any reasonable
attorneys fees that may occur, if liability is found to be that of Perma-R
Products.


 


Assignment of Agreement:


This
Agreement is not assignable except: c)with the express
written consent of the parties, which consent shall not be unreasonably
withheld; or d)to a subsidiary or parent corporation of a party hereto.  In the event of a change in ownership or
corporate structure this Agreement shall continue in full force and effect and
shall be binding on the restructured entity or party under new ownership. If
such a change occurs the parties shall notify one another within 60 days of
such change taking place.


 


BY:


 


	
  Alpha ProTech Engineered Products, Inc.

  	
  Perma-R Products, Inc.

  
	
  301 S. Blanchard Street

  	
  P.O. Box 279

  
	
  Valdosta, GA

  	
  Grenada, MS

  
	
  31601

  	
  38902-0279

  
	
   

  	
   

  
	
   

  	
   

  
	
  Danny Montgomery

  	
   

  	
  Tim LeClair

  	
   

  
	
  By

  	
  By

  
	
   

  	
   

  
	
  /s/ Danny Montgomery

  	
   

  	
  /s/ Tim LeClair

  	
   

  
	
  Signed

  	
  Signed

  
	
   

  	
   

  
	
  General Manager

  	
   

  	
  CEO

  	
   

  
	
  Title

  	
  Title

  
	
   

  	
   

  
	
  February 22, 2005

  	
   

  	
  February 24, 2005

  	
   

  
	
  Date

  	
  Date

  
	
   

  	
   

  
	
  /s/ Bruce Hayden

  	
   

  	
  /s/ Renee Wilbourn

  	
   

  
	
  Witnessed

  	
  Witnessed

  
	
   

  	
   

  
	
  /s/ Barbara Tomlinson

  	
   

  	
  /s/ Delana Roberts

  	
   

  
	
  Witnessed

  	
  Witnessed

  
					



 


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