Exhibit 10.10 - Sales Agent Agreement – Capstone Investments


    Exhibit
      10.10



     

    


    


    April
      9,
      2007

    


    Daniel
      O’Brien, CEO

    Flexible
      Solutions International, Inc.

    615
      Discovery Street

    Victoria,
      British Columbia, V8T 5G4

    Canada

    


    


    Re:    Capstone
      Investments, Inc Retainer Agreement

    


    Dear
      Mr.
      O’Brien:

    


    This
      letter agreement (this “Agreement”) will confirm the arrangements under which
      CapStone Investments (“CapStone”) is authorized to act as the non-exclusive
      investment banking agent (“Agent” or “Agency”) on behalf of Flexible Solutions
      International, Inc., and its affiliates and subsidiaries (“FSI”). The terms of
      this Agreement will expire at 5:00
      p.m. on Friday, April 20, 2007,
      unless
      fully executed by duly authorized representatives of both parties.

    


    Fees

    


    As
      compensation for the services of CapStone hereunder, FSI shall pay to CapStone
      the following fees: 

    


    CapStone
      will act as Placement Agent with respect to the proposed private placement
      of
      equity securities (the “Securities”) by FSI (the “Financing”), and as such
      CapStone will receive five percent (5%) of the total cash received by FSI from
      the sale of the Securities to Abacus Advisors/William Spears only (the “Fees”)
      to be paid at close of the transaction (the “Closing”). The Fees will be paid
      according to the following wire transfer instructions:

     

    
      	 	ABA Routing
              No.:	122 000
              496
	 	Bank:	
              Union Bank of California

              4660 La Jolla Village Drive, Suite
                175

              San Diego, CA
                92122

            


    

     

    
      
        
        

      

      
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	 	Account
              No.:	4760000448
	 	Account
              Name:	CapStone
              Investments
	 	Address:	
              4660 La Jolla Village Drive, Suite
                1040

              San
                Diego, CA 92122

            


    

     

    RETENTION

    


    FSI
      hereby retains CapStone, and CapStone agrees to act, in accordance with the
      provisions of this paragraph, as Agent in connection with investment banking
      during the term of this Agreement

    


    CapStone
      acknowledges and agrees that FSI shall retain the sole and exclusive right
      to
      accept or reject investment advice offered by CapStone and any proposed sale
      of
      Securities and FSI shall not incur any liability (other than incurred
      reimbursable expenses as described herein) to CapStone for such rejection.
      

    


    FSI
      understands that CapStone will be acting as a non-exclusive Agent of FSI in
      connection with this Agreement and the offering and sale of any FSI Securities
      and acknowledges and agrees that in connection therewith CapStone will use
      its
“best
      efforts”
      to place
      such Securities only with Abacus Advisors/William Spears and no other firms
      or
      persons without express advance permission from FSI. FSI expressly acknowledges
      and agrees that CapStone’s obligations hereunder are not on a firm commitment
      basis and that the execution of this Agreement does not constitute a commitment
      by CapStone to purchase Securities and does not ensure the successful placement
      of Securities or any portion thereof. 

    


    ADDITIONAL
      TERMS AND CONDITIONS

    


    Term.
      The term
      of this Agreement is valid for three (3) months from its execution by both
      parties.

    


    If
      FSI
      closes the sale of Securities during the Term or within twelve (12) months
      of
      the termination of this Agreement to a third party with whom FSI had any
      discussions during the Term as a result of an introduction by CapStone and
      who
      is included on a written list provided to FSI no later than ten (10) days
      following the termination of this Agreement (the “Covered Investors”), then
      CapStone shall be entitled to receive, at the Closing of such sale of
      Securities, the Fee with respect to the Securities sold to such Covered
      Investor; provided that CapStone will only be due a Fee if the introduction
      resulting in the Fee has been approved in writing by Company prior to the
      introduction.

    


    Direction
      at closing.
      FSI
      shall Wire the fee directly from an FSI account.

    


    Information.
      During
      the course of the Term of this Agreement, FSI agrees to furnish CapStone with
      such information about FSI as CapStone reasonably requests to help facilitate
      its investment banking obligations (“Company Information”). FSI represents and
      warrants to CapStone that all Company Information will be accurate and complete
      in all material respects and will not contain any untrue statements of a
      material fact or omit to state a material fact necessary to make the statements
      contained therein, in light of the circumstances under which 

     

    
      
        
        

      

      
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    such
      statements are made, not misleading, in each case at the time such information
      is furnished. FSI agrees to advise CapStone during the period of the engagement
      of all developments materially affecting FSI or the accuracy of the Company
      Information previously furnished to CapStone or prospective purchasers of
      Securities located by Agent. FSI acknowledges and confirms that CapStone (i)
      will be relying solely on such information and other information available
      from
      generally recognized public sources in performing the services contemplated
      hereunder, (ii) will not independently verify the accuracy or completeness
      of
      such information, (iii) does not assume responsibility for the accuracy or
      completeness thereof, (iv) will make appropriate disclaimers consistent with
      the
      foregoing and (v) their affiliates may share with each other any information
      related to FSI or FSI’s affiliates (including information relating to
      creditworthiness) provided that such affiliates are bound by the Confidentiality
      Agreement.

    


    Other
      Fees and Expenses.
      FSI
      shall be responsible for all actual, out-of-pocket third party fees, charges,
      expenses and disbursements relating to this Agreement, including, without
      limitation, all actual, out-of-pocket third party fees, charges, expenses and
      disbursements in connection with (i) the preparation (including but not limited
      to attorneys’ fees, accountants’ fees, and other related consultants’ fees),
      printing, filing, distribution and mailing of any transaction documents and
      any
      supplement and amendment thereto and all other documents relating to any
      offering of securities and the purchase, sale and delivery of any such
      securities, including the cost of all copies thereof; (ii) the issuance, sale,
      transfer and delivery of such securities, including any transfer of other taxes
      payable thereon and the fees of any transfer agent or registrar; (iii) the
      registration or qualification of such securities for offer and sale with the
      SEC. (including, without limitation, all filing and registration fees and the
      reasonable “blue sky” fees and disbursements; 

    


    Indemnification.
      FSI
      agrees to indemnify CapStone and its affiliates and each person in control
      of
      CapStone and its affiliates and their respective officers, directors, employees,
      agents and representatives and their respective affiliates and control persons
      (“Capstone Indemnified Parties”), from and against any loss, claim, damage,
      liability, or third party action arising out of or based upon any untrue
      statement of any material fact contained in the Company Information or the
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein in the light of
      the
      circumstances under which they are made, not misleading; provided, however,
      that
      FSI shall not be liable in any such case to the extent that any such loss,
      claim, damage, liability, or action arises out of, or is based upon, (i) an
      untrue statement or alleged untrue statement or omission or alleged omission
      made therein upon, and conformity with, information relating to any CapStone
      Indemnified Party furnished to FSI by any CapStone Indemnified Party
      specifically for the use in the preparation thereof or (ii) the negligent acts
      of, or willful conduct by, any CapStone Indemnified Party. CapStone agrees
      to
      indemnify FSI and its affiliates and each person in control of FSI and its
      affiliates and their respective officers, directors, employees, agents and
      representatives and their respective affiliates and control persons (“FSI
      Indemnified Parties”), from and against any loss, claim, damage, liability, or
      third party action arising out of or based upon (i) an untrue statement or
      alleged untrue statement or omission or alleged omission made therein upon,
      and
      conformity with, information relating to any CapStone Indemnified Party
      furnished to FSI by any CapStone Indemnified Party specifically for the use
      in
      the preparation thereof or (ii) the negligent acts of, or willful conduct by,
      any CapStone Indemnified Party. 

     

    
      
        
        

      

      
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    Other
      Services.
      FSI
      acknowledges and agrees that CapStone and/or its affiliates may be requested
      by
      FSI to provide additional services with respect to FSI or other matters
      contemplated hereby. Any such services will be set out in and governed by a
      separate agreement(s) (containing terms relating, without limitation, to
      services, fees and indemnification) in form and substance satisfactory to FSI
      and CapStone (or any such affiliate). Nothing in this Agreement is intended
      to
      obligate or commit CapStone or any of its affiliates to provide any services
      or
      financing other than as set out herein. 

    


    No
      Shareholder Rights.
      FSI
      acknowledges and agrees that CapStone has been retained only by FSI and that
      FSI’s engagement of CapStone is not deemed to be on behalf of and is not
      intended to confer rights upon any shareholder, owner or partner of FSI or
      CapStone or any other person not a party hereto. Unless otherwise expressly
      agreed, no person or entity other than FSI is authorized to rely upon FSI’s
      engagement of CapStone or any statements, advice, opinions, or conduct by
      CapStone. 

    


    Successors
      and Assigns.
      This
      engagement agreement is binding on all successors and assigns. However, it
      shall
      not be assigned without the prior written consent of the other party. This
      agreement shall be construed in accordance with and enforceable under the laws
      of the State of California. 

    


    Governing
      Law.
      This
      Agreement constitutes the entire agreement between us, and
      supersedes all other prior agreements and understandings, other written and
      oral, between the parties hereto with respect to the subject matter hereof
      and
      cannot be amended or otherwise modified except in writing executed by the
      parties hereof.
      Any
      dispute arising from the interpretation, validity or performance of this
      Agreement or any of its terms and provisions shall be submitted to arbitration
      in San Diego County, California before JAMS/Endispute, Inc. 

    


    Miscellaneous.
      This
      Agreement may be executed in two or more counterparts, including electronically
      transmitted counterparts, all of which together shall be considered a single
      instrument. The term “affiliate” as used herein shall have the meaning ascribed
      to such term in the rules and regulations promulgated under the Securities
      Exchange Act of 1934, as amended. 

     

    


    


    


    


    *****************************

    



    
      
        
        

      

      
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    We
      are
      delighted to accept this engagement and look forward to working with you on
      this
      assignment. Please confirm that the foregoing is in accordance with your
      understanding by signing and returning to us the enclosed duplicate of this
      letter. 

    


    


    Very
      truly yours,

    


    CapStone
      Investments     

    


    


    


    By:
      ______________________________________

    Steven
      P.
      Capozza, President  

    


    


    


    AGREED
      AND ACCEPTED:

    


    Flexible
      Solutions International, Inc.

    


    


    


    By:
      ______________________________________  Dated:
      _______________________

    Daniel
      O’Brien, CEO

    


    


    


    Flexible
      Agree with CapStone 5-25-07

     

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