Exhibit 10.8 - Sales Agent Agreement and Warrant - FIG Partners, LLC


    Exhibit
      10.8

     

    FIG
      PARTNERS, LLC

    Energy
      Research & Capital Group

    100
      Colony Square—Suite 2250

    1175
      Peachtree Street, NE

    Atlanta
      GA 30362

    Member
      NASD & SIPC

    _____________________________

    


    Christopher
      S. Edmonds

    Managing
      Principal

    404.601.7245
      direct

    404.591.6004
      facsimile

    cedmonds@ercpartners.com

    


    April
      13,
      2007

    Mr.
      Daniel O’Brien

    Flexible
      Solutions International, Inc.

    2614
      Queenswood Drive

    Victoria
      British Columbia V8N 1X5

    CANADA

    


    Ref:    Private
      Placement—Flexible Solutions International, Inc

      
        Common
      Stock and Warrants

    


    Dear
      Mr.
      O’Brien:

    


    FIG
      Partners, LLC Energy Capital Group (“FIG”) hereby confirms our willingness to
      proceed on a “best efforts” basis, with the proposed private placement of common
      stock and warrants (the “Common Stock”) of Flexible Solutions International,
      Inc. (the “Company”). It is our understanding that the company desires to raise
      a maximum of $5 million of equity to be completed no later than April 30,
      2007.

    


    Size

    


    The
      Company will offer up to approximately $5 million of new Common Stock. In
      addition, the company may choose to offer warrants as part of the transaction
      to
      those purchasing common shares of the company in the private placement. The
      Company may choose to increase or decrease the size of the offering at any
      time
      prior to closing.

    


    Price

    


    The
      final
      price will be determined by current market conditions at the time of the
      offering.

    


    Use
      of Proceeds

    


    Net
      proceeds to the Company from this offering will be used for general operating
      purposes, to fund working capital, to fun expansion of the company’s existing
      product lines and to fund new product offerings of the company.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    Timing
      and Distribution

    


    The
      offering will be marketed and sold under a Private Placement Memorandum and
      offered through a private Subscription Agreement to accredited investors. It
      is
      expected the transaction will close no later than April 30, 2007.

    


    Fees
      and Commission

    


    The
      Company agrees to pay FIG a fee equal to six percent (6%) of the principal
      value
      of the Common Stock placed by FIG for sale with accredited investors. In
      addition, the Company agrees to provide FIG with warrants equal to 7% of the
      principal value of the Common Stock placed by FIG with accredited investors.
      The
      warrants will have the same provisions as the warrants offered to investors
      participating in this offering.

    


    Expenses

    


    In
      addition to the fees and commissions listed above, the Company agrees to pay
      the
      following expenses associated with the offering:

    


    
      	1.  
                	
              The
                fees of any independent accountants, legal counsel and other consultants
                retained by the Company;

            


    

    
      	2.  
                	
              The
                cost of printing the offering documents and other publications and
                documents necessary to complete the
                transaction;

            


    

    
      	3.  
                	
              The
                fees and disbursements associated with any necessary regulatory filings;
                

            


    

    
      	4.  
                	
              Any
                costs associated with preparing Common Stock certificates, as well
                as any
                transfer agents’ or registrar’s fees and similar fees associated with the
                issuance of warrants associated with the
                transaction.

            


    

    


    Offering
      Conditions

    


    The
      Company represents to FIG the following and FIG relies upon these
      representations in its decision to assume the role as placement agent in this
      offering:

    


    
      	1.  
                	
              The
                accuracy and completeness of all representations, including an independent
                auditor’s opinion on the financial statements of the
                Company;

            


    

    
      	2.  
                	
              Compliance
                with any applicable statutes and rules of the federal and state regulatory
                bodies covering the sale of securities;


            


    

    
      	3.  
                	
              No
                material adverse change in the Company’s operations or financial condition
                prior to closing; 

            


    

    
      	4.  
                	
              Satisfactory
                market conditions; and

            


    

    
      	5.  
                	
              The
                signing of a definitive Selling Agency Agreement which will contain
                other
                terms relating to the offering.

            


    

    


    


    Flexible
      Agree with FIG 5-25-07

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Warrant
      to Purchase Common Stock
      

    


    


    
      	1.  
                	
              Introduction.
                Agreement made May 4th
                2007, between Flexible Solutions International Inc., with offices
                at 615
                Discovery St., Victoria, British Columbia V8T 5G4 (the “Company”), and
                FIG
                Partners, Energy, Research and Capital Group
                (Grantee”).

            


    

    


    
      	2.  
                	
              Grant
                of Warrant.
                The Company grants to Grantee this warrant to purchase shares of
                the
                Company’s common stock (the “Shares”) in the amounts, at the price, and
                subject to all the terms and conditions set out in this
                agreement.

            


    

    


    
      	3.  
                	
              Grant
                Date of Warrant.
                The grant date of this warrant is May
                4th
                2007.

            


    

    


    
      	4.  
                	
              Total
                Number of Warrants Available.
                The total number of Shares that may be purchased by Grantee pursuant
                to
                this Agreement is five
                thousand eight hundred sixteen (5,816) shares,
                as set forth in Paragraph 5.

            


    

    


    
      	5.  
                	
              Warrant
                Price.
                The price at which Grantee may buy the Shares is four dollars fifty
                cents
                (US$4.50) per Share.

            


    

    


    
      	6.  
                	
              When
                Warrant Exercisable:
                Grantee may exercise the warrant rights at any time after the grant
                date
                but not later than three years from the grant
                date.

            


    

    


    
      	7.   
               	
              Warrant
                Not Transferable.
                Grantee’s warrant rights may be exercised only by the Grantee or Grantee’s
                personal representative during Grantee’s lifetime and are not transferable
                except by will or by the laws of descent and distribution should
                Grantee
                die intestate. The warrant rights may not be sold, assigned, pledged,
                or
                hypothecated, and any attempt to do so shall be void. The warrant
                rights
                are not subject to levy, attachment, or other process of law, and
                any
                attempt to levy, attach, or otherwise transfer the warrant rights
                or place
                liens upon them shall be void.

            


    

    


    
      	8.    	
              Termination
                of the Warrant.
                Except as otherwise provided herein, this Agreement shall expire
                May
                3rd
                2010,
                three years from the date of grant (the “Warrant
                Period”).

            


    

     

    
      	9.  
                	
              The
                Company’s Merger, Reorganization, Etc.
                If, during the warrant period but before Grantee has exercised all
                of the
                warrant rights with regard to the total number of Shares available
                for
                purchase by Grantee, the Sharers of the Company’s common stock are changed
                into or exchanged for a different number or different kind of shares
                or
                other securities, either the Company’s or those of another company, this
                Agreement shall remain in force. However, there shall be substituted
                for
                each of the Shares the number and kind of shares or other securities
                for
                which each Share of the Company’s common stock was exchanged or into which
                each Share was changed. The shares or securities substituted for
                each
                Share of the Company’s common stock may be purchased by Grantee under this
                Agreement for a price appropriately adjusted for the substituted
                securities.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	10.  
                	
              Declaration
                of Stock Dividends.
                If
                the Company issues a common stock dividend on the Company’s common stock,
                the number of Shares that may be purchased by Grantee thereafter
                shall be
                adjusted as follows: To each of the un-purchased Shares, there shall
                be
                added the number of Shares issued as a dividend on each Share of
                outstanding common stock; each of the Shares together with the additional
                Shares applicable to that Share shall be bought as one unit for the
                price
                set out for each of the Shares in Paragraph
                5.

            


    

    


    
      	11.  
                	
              Other
                Changes in the Company’s Stock.
                If
                there area any changes in the number or kind of Shares outstanding
                that
                affect the Company’s common stock or the stock or other securities into
                which the Company’s common stock has been changed, other than those
                described in Paragraphs 10 and 11, a majority of the Company’s Board of
                Directors may make such changes in the Shares available for purchase
                under
                this Agreement as the Board of Directors deems appropriate. Any adjustment
                in the Shares available for purchase made in accordance with this
                Paragraph shall be binding upon
                Grantee.

            


    

    


    
      	12.  
                	
              The
                Company’s Liquidation, Dissolution, Etc.
                If
                the Company liquidates or dissolves or enters into a merger or
                consolidation in which the Company is not the surviving company,
                the
                Company shall give Grantee at least one month’s notice prior to the
                liquidation, dissolution, merger, or consolidation. Grantee shall
                have the
                right to exercise this Warrant in full, to the extent that is had
                not been
                previously exercised, within the one-month period. To the extent
                that
                Grantee’s warrant rights have not been exercised on the effective date of
                the liquidation, dissolution, merger, or consolidation, they shall
                terminate.

            


    

    


    
      	13.  
                	
              Manner
                in Which Warrant Is Exercised During Grantee’s
                Lifetime.
                Any of Grantee’s warrant rights may be exercised by Grantee or Grantee’s
                personal representative during Grantee’s lifetime by written notice
                addressed to the Company’s corporate Secretary, signed by Grantee or
                Grantee’s personal representative. The notice shall state the number of
                Shares to be purchased and shall be accompanied by a certified check
                payable to the Company for the purchase price of Shares purchased.
                Immediately following payment of the check, the Company shall issue
                a
                certificate or certificates for the Shares purchased in Grantee’s or
                Grantee’s personal representative’s name and deliver it or them to the
                person who signed the notice.

            


    

     

    
      	14.  
                	
              Manner
                in Which Warrant Is Exercised After Grantee’s
                Death.
                If
                Grantee has not fully exercised the warrant rights before Grantee’s death,
                then the persons designated by Grantee in writing on file with the
                Company
                or, if no such persons have been designated, Grantee’s executor or
                administrator, may exercise any of Grantee’s warrant rights during the
                warrant period. The rights shall be exercised in the same manner
                as
                provided in Paragraph 14 except that the person entitled to exercise
                the
                rights shall be substituted for Grantee or Grantee’s personal
                representative.

            


    

    


    
      	15.  
                	
              Cashless
                Exercise.
                The Warrant Holder may choose cashless exercise. The Holder must
                notify
                the Company in an Exercise Notice of its election to utilize cashless
                exercise, in which event the Company shall issue to the Holder the
                number
                of Warrant Shares determined as
                follows:

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    X
      = Y
      [(A-B)/A]

     

    Where:
      X
      = the number of Warrant Shares to be issued to the Holder.

     

    Y
      = the
      number of Warrant Shares with respect to which this Warrant is being
      exercised.

     

    A
      = the
      average of the closing prices for the five Trading Days immediately prior to
      (but not including) the Exercise Date.

     

    B
      = the
      Exercise Price.

     

    
      	l 
	
              For
                purposes of Rule 144 promulgated under the Securities Act, it is
                intended,
                understood and acknowledged that the Warrant Shares issued in a cashless
                exercise transaction shall be deemed to have been acquired by the
                Holder,
                and the holding period for the Warrant Shares shall be deemed to
                have
                commenced, on the date this Warrant was originally
                issued.

            


    

    


    
      	16.  
                	
              Violation
                of Law.
                The warrant granted by this Agreement may not be exercised if its
                exercise
                would violate any applicable state securities law, any registration
                under
                or any requirements of the Securities Act of 1933, as amended, the
                Securities Exchange Act of 1934, as amended, the rules of an exchange
                on
                which the Shares are traded, any other federal law, or any law of
                applicable state securities laws.

            


    

    


    
      	17.  
                	
              Unregistered
                Stock.
                If a registration statement for the Shares is not in effect or if
                Grantee’s attorneys require a writing from Grantee to avoid violation of
                the Securities Act of 1933, as amended, the Company may require a
                written
                commitment form the person exercising the warrant before delivery
                of the
                certificate or certificates for the Shares. The Commitment shall
                be in a
                form prescribed by the Company. It will state that it is the intent
                of the
                person exercising the warrant to acquire the Shares for investment
                only
                and not the intent of transferring or reselling them; that the person
                exercising the warrant has been told that the Shares may be “restricted
                shares” pursuant to Rule 144 of the Securities and Exchange Commission and
                that any resale, transfer, or other distribution of the Shares may
                only be
                made on conformity with Rule 144, the Securities Act of 1933, as
                amended,
                or any other federal statute, rule or regulation. The Company may
                place a
                legend on the face of the certificate or certificates in accordance
                with
                this Commitment and may refuse to permit transfer of the Shares unless
                it
                receives satisfactory evidence that the transfer will not violate
                Rule
                144, the Securities Act of 1933, as amended, or any other federal
                statute,
                rule, or regulation.

            


    

    


    
      
        	 	
                Flexible
                  Solutions International Inc.

              
	 	 
	 	 
	 	_____________________________
	 	
                Dan
                  O’Brien, CEO

              


      

    

     

    


     

    Flexible
      Warrant to Purch with FIG 5-24-07

    3