Exhibit
10.1


 


***                           Confidential treatment has been requested
with respect to certain portions of this exhibit. Omitted portions have been
filed separately with the Securities and Exchange Commission.


 


OPEN
ENERGY


 


DISTRIBUTOR
AGREEMENT


 


 


                THIS
AGREEMENT is made as of November 16, 2007, by and among Open Energy Corporation, whose offices are located at 514 Via de
la Valle, Suite 200, Solana Beach, California 92075 (the “Company”), Tri-Valley
Supply, Inc., a California corporation doing business as Tri-Valley Wholesale,
having its principal place of business at 7980 Enterprise Drive, Newark, CA,
94560 (the “Distributor”) and, solely for purposes of its agreements set forth
in Section 8(c) hereof, Petersen-Dean, Inc., having its principal place of
business at 7980 Enterprise Drive, Newark, California 94560, and Petersen-Dean’s
subsidiaries (collectively referred to herein as “Petersendean”).    Company offers building-integrated
photovoltaic (PV) roofing materials for commercial, industrial, and residential
customers. Marketed under the trade name SolarSave(R), the product line
includes roofing membranes, roofing tiles, custom architectural PV glass, and
balance of systems equipment.  This
Agreement is primarily concerned with building-integrated PV roofing materials
and balance of system equipment (hereinafter “Open Energy Products”).  Distributor is a supplier of products to
Petersendean.  It is the intent of the
parties to this Agreement to provide Distributor and Petersendean with a ready,
reliable supply of Open Energy Products and to thereby create a demand for such
products manufactured by Company.


 


    
1.   Appointment of Distributor
and Territory.


 


                (a)  Appointment of Distributor and
Location(s)/Territory. Upon the terms and conditions of this Agreement, except
as set forth in section 1(b) herein, Company hereby appoints Distributor as an
authorized distributor of Open Energy Products for sale to Petersendean, but
not for resale to others or by Petersendean. 
Distributor hereby accepts such appointment, with respect to Distributor’s
location(s) and within the territory (“Territory”) set forth in Schedule A,
attached hereto and incorporated herein. In such capacity, Distributor will
purchase Open Energy Products from Company and will devote its continuing best
efforts to the promotion and sale of such Open Energy Products in the
Territory.


 


                (b)  Reservation of Rights by Company. Company
reserves the right to take the following actions within Distributor’s
Territory: (i) to sell, on a direct basis, to those customers or specific
accounts indentified on Schedule B, which is attached hereto and incorporated
herein.


 


                (c)  Addition, Discontinuance and Modification of
Open Energy Products. Company shall have the right at any time to introduce new
Open Energy Products, discontinue the manufacture or sale of any of its Open
Energy Products, and make changes in the design or construction of any of such
Open Energy Products without incurring any obligation or liability whatsoever.
Company will give Distributor sixty (60) days prior notice of any
discontinuance of an Open Energy Products.


 


1

















 


    
2.   Terms of Purchase.


 


                (a)  Ordering of Open Energy Products. All orders
for Open Energy Products placed by Distributor shall be in writing and faxed
(858-794-8811) or e-mailed to orders@openenergycorp.com. (A telephone request
to purchase, or to modify an existing order, shall not be considered an order
unless and until followed up in writing.) All orders shall be subject to acceptance
by Company.  Unless otherwise agreed to
by the parties in writing, all orders shall specify a delivery date of not
sooner than thirty (30) days immediately following Company’s receipt of the
applicable order.


 


                (b)  Prices. The Company shall set the prices
for Open Energy Products to be purchased by the Distributor from time to time
at the [***](1) for similar products and services in similar geographic
areas charged to any entity set forth on Exhibit B excluding pricing for
any state, local, federal or foreign governmental entity.  Company may implement price changes at any
time during the term of this Agreement upon thirty (30) days prior written
notice to Distributor. In addition to the purchase price, Distributor shall pay
to Company all Federal excises taxes that Company may be required to pay on the
sale or delivery of any products sold and delivered hereunder, except where the
law otherwise provides.  Distributor has
a resale license and will collect from its customers applicable state sales taxes.


 


                (c)  Delivery. All products shall be shipped in
truckload or greater lots to California destinations FOB destination.  Shipments of less than a truckload will be
subject to freight charges.  On all
shipments outside the state of California, title to products and all risk of
loss, damage or destruction passes to Distributor at Open Energy’s point of
shipment. The shipment destination must be within Distributor’s Territory.
Company will not ship Open Energy Products outside of Distributor’s Territory unless
Company elects to do so in certain limited situations.


 


                (d)  Payment. Company shall invoice Distributor
for Open Energy Products at the time of shipment and Distributor shall pay such
invoices on a [***](2).


 


                (e)  Warranty. Company shall supply a warranty
with all Open Energy Products that complies with California law or the law of
the Territory where the Open Energy Products is installed.


 


    
3.   Open Energy Trademarks.  Distributor shall have the right to represent
that it is “an Authorized Distributor of Open Energy Products.” Any other use
by Distributor of the trademark “Open Energy” or any other trademark owned by
Company must be in a form and format approved by Company in advance of such
usage.


 


    
4.   Promotional Materials. During
the term of this Agreement, Company shall take reasonable action to assist
Distributor in Distributor’s efforts to promote and sell Open


 






(1)           Indicates
that confidential treatment has been sought for this information.


(2)           Indicates
that confidential treatment has been sought for this information.


 


2

















 


Energy Products, including the provision of
reasonable quantities of support materials such as product information and
sales promotional literature in reproducible digital form.


 


    
5.   Duties of Distributor.


 


                (a)  Sales Activities. Distributor agrees to use
its best efforts to vigorously and actively promote the sale of Open Energy
Products in the Territory.  In connection
with such efforts, Distributor, or its designee, at its sole cost and expense,
shall organize and maintain a sales force and shall maintain adequate sales and
warehouse facilities within the Territory to promote the sale of Open Energy
Products.  No later than thirty (30) days
after execution of the Agreement and no later than thirty (30) days before the
end of each calendar quarter thereafter, Distributor shall provide to Company a
rolling twelve month forecast of anticipated purchases (“Forecast”.)


 


                (b)  Storage of Inventory. Distributor agrees to
store Open Energy Products in accordance with Company’s storage guidelines.


 


                (c)  Inventory Levels. Distributor agrees to
maintain an inventory equal to at least [***](3) of the then current Forecast
to adequately serve the needs of its customers.


 


                (d)  Advertising. Each printed advertisement,
flyer, handbill, television spot, radio script, yellow pages listing, webpage
or any other advertising or promotional material bearing or using the trademark
or trade name “Open Energy” or pertaining to Open Energy Products must be
approved by Company in writing prior to its use by Distributor. Such approval
will not be unreasonably withheld or delayed. 
Company and Distributor shall share [***](4) the cost of joint promotional
materials incurred by Distributor up to [***](5) annually.  Distributor shall obtain the written approval
of Company before Company is obligated to reimburse Distributor for any portion
of advertising costs in excess of [***](6) annually.


 


                (f)  Compliance With Law. Distributor shall comply
with all Federal, state and local laws, ordinances and regulations applicable
to Distributor’s business.


 


                (g)  Expenses. Except as other wise provided in
this Agreement, Distributor shall pay and discharge, and Company shall have no
obligation to pay for, any expenses or costs of any kind or nature incurred by
Distributor in connection with its distribution function hereunder.


 


                (h)  Monthly Reports. Within fifteen (15) days
after the end of each calendar quarter, Distributor shall submit a report to Company
setting forth the ending inventory balance of Open Energy Products as of the
end of such quarter and sales of Open Energy Products for such quarter (both in
the aggregate and for select markets defined by Company). Distributor and
Company shall agree on the format of such report.


 


    
6.   Company’s Responsibilities


 






(3)           Indicates
that confidential treatment has been sought for this information.


(4)           Indicates
that confidential treatment has been sought for this information.


(5)           Indicates
that confidential treatment has been sought for this information.


(6)           Indicates
that confidential treatment has been sought for this information.


 


3

















 


                (a)  Promotion and Advertising. Company, at its own cost
and expense, shall cooperate with and assist Distributor in promoting the sale
of Open Energy Products.  The parties
agree that the form, content and design of any and all advertisements, public
relations or promotional materials featuring the other party shall be subject
to such party’s prior final approval in writing.


 


                (b)  Sales Training.  Company shall provide Distributor’s sales
organization with all mutually agreeable product sales training, support and
assistance.


 


                (c)  Literature. Company shall furnish Distributor with a
reasonable supply of product information, including sales literature,
specification sheets, catalogues, promotional plans and such other similar
information (“Literature”) as Company may prepare for nationwide distribution
in reproducible digital form. Company shall also provide Distributor with such
training, technical and sales support and assistance (including sales
forecasting and planning assistance) as may be reasonably necessary to assist
Distributor in effectively carrying out its activities under this Agreement.


 


                (d) 
Appropriate Use of Open Energy Products. Company shall provide
Distributor (and its designees) training as to the proper use, application and
installation of Open Energy Products.


 


                (e)  Production
Rates. Company agrees to maintain a production capacity of Open Energy Products
sufficient to deliver to Distributor at least [***](7) of Distributor’s
Forecast, on a monthly basis.


 


                (f)  Product Supply.  Company shall use its best efforts to
maintain sufficient quantities of Open Energy Products warehoused in the
California so that it can timely fill all orders from Distributor.    Company shall expand its warehouse
facilities into other states in the Territory when the volume of Distributor’s
orders of Open Energy Products makes such expansion commercially reasonable.


 


                (g)  On all
orders that specify a delivery date that is at least thirty (30) days after
Company’s receipt of the order (“Conforming Orders”), no later than seventy-two
(72) hours after Company receives such order from Distributor, Company shall
notify Distributor whether Company will accept the order, including confirming
that Company shall meet the requirements of quantity, location and timing for
delivery stated in the order.


 


                (h)  For all
accepted Conforming Orders, Company shall ship the Open Energy Products for
receipt by Distributor on the delivery date specified in the order.  In the event Company fails to ship the Open
Energy Products so that they will be received by Distributor no later than
fifteen (15) days after the delivery date specified on the order (“Timely
Delivery”), then Distributor may cancel the order by giving notice to Company
using any method permitted in this Agreement for placing an order.


 






(7)           Indicates
that confidential treatment has been sought for this information.


 


4

















 


                (i)  Compliance With Law.
Company shall comply with all Federal, state and local laws, ordinances and
regulations applicable to Company’s business.


 


    
7.   Limited Exclusivity.


 


                (a)  Except for the companies listed on Schedule B
to this Agreement, during the term of this Agreement, Company shall not sell
its integrated PV tiles to any other person or entity in the residential or
commercial roofing or solar products supply and installation business in the
Territory.


 


    
8.    Minimum Orders


 


                (a)  From the effective date of this Agreement
through March 31, 2008, and in each calendar quarter thereafter, subject to the
adjustment process described in section 8 (b), Distributor shall order a
minimum of [***](8) “[***](9) photovoltaic solar systems comprised of
Integrated PV tiles and balance of system equipment”, or the equivalent
(hereinafter “Systems”) (the “Minimum Order”.)


 


                (b)  In each of the following calendar quarters,
if during the immediately preceding period Distributor has transmitted and Company has not accepted Conforming Orders for
at least [***](10) Systems and Timely Delivered such Systems, the Minimum Order
requirement for the current quarter shall be computed by subtracting from
[***](11) the number of Systems that were included on Conforming Orders that
Company (i) did not accept, and (ii) accepted but Company did not Timely
Deliver.  The result of the computation
will be the Revised Minimum Order for the calendar quarter.  A Revised Minimum Order will be calculated
for each calendar quarter.  For example,
if Distributor submits Conforming Orders for [***](12) Systems for delivery in
the first quarter, and Company accepts orders for only [***](13) of the Systems
but Timely Delivers only [***](14) Systems, then the Revised Minimum Order for
the following quarter will be reduced by [***](15) Systems to [***](16)
Systems.


 


(i)            In no event will Distributor be
required to order more than [***](17) Systems in any quarter.


 


                (c)  During the term of this Agreement,
Petersendean agrees to purchase from Distributor all Open Energy Products
Distributor purchases from Company.


 


                (d)  In the event Distributor fails to place
the Minimum Order or the Revised Minimum Order and the cause is not beyond the
reasonable control of Distributor, Company’s sole remedy shall be termination
of this Agreement.  In no event shall
Distributor be liable for lost profits, loss of use, loss of opportunity,
incidental, consequential or other damages arising out of Distributor’s failure
to order Open Energy Products.


 






(8)           Indicates
that confidential treatment has been sought for this information.


(9)           Indicates
that confidential treatment has been sought for this information.


(10)         Indicates
that confidential treatment has been sought for this information.


(11)         Indicates
that confidential treatment has been sought for this information.


(12)         Indicates
that confidential treatment has been sought for this information.


(13)         Indicates
that confidential treatment has been sought for this information.


(14)         Indicates
that confidential treatment has been sought for this information.


(15)         Indicates that confidential treatment has been sought for
this information.


(16)         Indicates that confidential treatment has been sought for
this information.


(17)         Indicates that confidential treatment has been sought for
this information.


 


5

















 


 (i)           Should
Distributor fail to place the Minimum Order or the Revised Minimum Order,
Company hereby fully and finally releases and forever discharges Distributor
and Petersendean, together with all of their respective directors, officers,
employees and agents, from all claims, demands, liability, damages, causes of
action, costs and expenses of every kind whatsoever, past, present or future,
whether known or unknown, arising out of or relating to Distributor’s Minimum
Order. With respect to the subject matter of this release, Company expressly
and willingly waives and relinquishes all rights and benefits afforded by
Section 1542 of the California Civil Code, which provides as follows:


A general release does not extend
to claims which a creditor does not know or suspect to exist in his favor at
the time of executing the release, which if known by him must have materially
affected his settlement with the Debtor.


 


Company
acknowledges that by executing this Agreement it understands and acknowledges
the significance and consequences of this specific waiver of California Civil
Code Section 1542, and that it hereby assumes full responsibility for any
injuries, damages, losses, or liability that it may hereafter incur relating to
the subject matter of this release.


 


    
9.   Force Majeure. Company shall
be excused from delay or non-performance in the delivery of an order and
Distributor shall have no claim for damage if and to the extent such delay or
failure is caused by occurrences beyond the control of Company including, but
not limited to, market conditions; acts of God; war, acts of terrorism, riots
and civil disturbances; expropriation or confiscation of facilities or
compliance with any order or request of governmental authority; strikes, labor
or employment difficulties whether direct or indirect. Company shall
immediately notify Distributor of the existence of any such force majeure
condition and the anticipated extent of the delay or non-delivery.  In the event such Force Majeure event
prevents Company form being able to timely supply Open Energy Products, Company
shall allocate available Open Energy Products between Distributor and those
companies listed on Schedule B pro-rata based on their respective purchases
during the three months preceding the occurrence of the force majeure
condition.


 


    
10.   Distributor’s Remedies. If
Company, for any reason whatsoever, fails or is unable to deliver any Open
Energy Products ordered by Distributor, Distributor’s sole remedies shall be
(A) the recovery of the purchase price, if any, paid by Distributor to Company
for such Open Energy Products and (B)the termination of this Agreement. Company
shall not incur any liability whatsoever for any delay in the delivery to the
designated delivery location of any Open Energy Products. In no event shall
Company be liable to Distributor and Petersendean or any other related party
for any incidental, consequential or other damages arising out of any failure
to deliver any Open Energy Products to Distributor or any delay in the delivery
thereof.


 


    
11.   Relationship of Parties:
Indemnification of Company.


 


6

















 


                (a)  Independent Contractor Status. The
relationship of the parties established by this Agreement is that of vendor and
vendee, and all work and duties to be performed by Distributor as contemplated
by this Agreement shall be performed by it as an independent contractor. The
full cost and responsibility for hiring, firing and compensating employees of
Distributor shall be borne by Distributor.


 


                (b)  No Authority to Bind Company. Nothing in this
Agreement or otherwise shall be construed as constituting an appointment of
Distributor as an agent, legal representative, joint venturer, partner,
employee or servant of Company for any purpose whatsoever. Distributor is not
authorized to transact business, incur obligations, sell goods, solicit orders,
or assign or create any obligation of any kind, express or implied, on behalf
of Company, or to bind it in any way whatsoever, or to make any contract,
promise, warranty or representation on Company’s behalf with respect to
products sold by Company or any other matter, or to accept any service of
process upon Company or receive any notice of any nature whatsoever on Company’s
behalf.


 


                (c)  Indemnification. Under no circumstances shall
Company be liable for any act, omission, contract, debt or other obligation of
any kind of Distributor or any salesman, employee, agent or other person acting
for or on behalf of Distributor. Distributor shall indemnify and hold Company
harmless from any and all claims, liabilities, losses, damages or expenses
(including reasonable attorneys’ fees and costs) arising directly or indirectly
from, as a result of, or in connection with, Distributor’s operation of
Distributor’s business. The terms of this indemnity shall survive the termination
of this Agreement.


 


                (d)  No Authority to Bind Distributor. Nothing in
this Agreement or otherwise shall be construed as constituting an appointment
of Company as an agent, legal representative, joint venturer, partner, employee
or servant of Distributor for any
purpose whatsoever. Company is not authorized to transact business, incur
obligations, sell goods, solicit orders, or assign or create any obligation of
any kind, express or implied, on behalf of Distributor, or to bind it in any
way whatsoever, or to make any contract, promise, warranty or representation on
Distributor’s behalf with respect to products sold by Distributor or any other
matter, or to accept any service of process upon Distributor or receive any
notice of any nature whatsoever on Distributor’s  behalf.


 


                (e)  Indemnification. Under no circumstances shall
Distributor or Petersendean be liable for any act, omission, contract, debt or
other obligation of any kind of Company or any salesman, employee, agent or
other person acting for or on behalf of Company. Company shall indemnify and
hold Distributor and Petersendean harmless from any and all claims,
liabilities, losses, damages or expenses (including reasonable attorneys’ fees
and costs) arising directly or indirectly from, as a result of, or in
connection with, (1) Company’s operation of Company’s business, (2) the design,
manufacture, or use (in accordance with
instructions, applicable codes and ordinances) of Open Energy Products
purchased under this Agreement by Distributor; and (3) any alleged
infringement by Company or the Open Energy Products of any patent, trademark, or other intellectual


 


7

















 


property rights of third
parties. The terms of this indemnity shall survive the termination of this
Agreement.


 


     
12.    Patent and Trademark
Indemnity. Company will defend at its expense any legal proceeding brought
against Distributor based on a claim that Open Energy Products sold by Company
under this Agreement infringe upon a United States patent or trademark,
provided that Company is notified promptly and given full authority,
information and assistance for such defense. 
If Distributor complies with the foregoing obligation, Company will pay
all damages and costs finally adjudicated against Distributor, but will not be
responsible for any compromise made without Company’s consent. If the Open
Energy Products are held to be infringing and its use enjoined, Company may, at
its election and expense, either (1) obtain for Distributor the right to
continue selling the Open Energy Products, (2) replace the Open Energy Products
with noninfringing products, or (3) refund the purchase price paid, upon return
of the Open Energy Products to Company.


 


      
14.    Term and Termination.


 


                (a)
 Term. The term of this Agreement shall
be for a period beginning on the date hereof and ending on December 31, 2008.


 


                (b)
 Voluntary Termination. Either party may
terminate this Agreement in its entirety, or with respect to one (1) or more
Distributor location(s) set forth on Schedule A, at any time during the term
hereof, with or without cause, by giving to the other party ninety (90) days
prior written notice of termination. If this Agreement is only terminated with
respect to one (1) or more Distributor location(s) set forth on Schedule A, and
there are remaining Distributor location(s) still remaining on Schedule A, the
provisions of this Agreement relating to termination shall only apply to the
terminated location(s), and this Agreement shall remain in full force and
effect with respect to the other Distributor location(s).


 


                (c)
 Default. There will be a default of this
Agreement upon (1) the failure of Company to provide Open Energy Products in
accordance with the provisions of this Agreement, (2) the failure of
Distributor to pay for Open Energy Products purchased by Distributor in
accordance with the terms of Section 2(d) hereof; (3) upon the material default
by the either party of any other obligation under this Agreement, (4) upon the
filing of a petition in bankruptcy or for reorganization under the Bankruptcy
Act by the either party, or (5) upon the making of an assignment for benefit of
creditors by the either party.  In the
event of a default, except as otherwise stated herein, the non-defaulting party
may, at its election, terminate the agreement and seek all relief allowed by
law.


 


                (d)
 Effect on Outstanding Orders. Upon the
effective date of termination of this Agreement, all outstanding orders from
Distributor to Company shall be deemed cancelled, to the extent Open Energy
Products have not yet been shipped by Company.


 


8

















 


                (e)
 Repurchase of Inventory. Upon
termination of this Agreement for any reason, Company shall have the option,
within sixty (60) days after the effective date of such termination, to
purchase Distributor’s inventory which was purchased by Distributor within the
past twelve (12) months prior to the date of termination. If Company exercises
such option, Distributor will sell and release to Company such inventory at a
price equal to the price initially paid by Distributor for such Open Energy
Products, provided the Open Energy Products have been properly stored in
accordance with Open Energy’s storage guidelines and are in a good and saleable
condition.


 


                (f)
 Return of Company Property. Upon
termination of this Agreement for any reason, Distributor shall promptly return
to Company any property of Company, including, without limitation, all sales
and marketing documents, manuals and other records and proprietary information
of Company, as well as any samples in Distributor’s possession or control.
Distributor agrees that it will not make or retain any copy of, or extract
from, such property or materials. Company agrees to compensate Distributor for
the cost of any returned sales materials that were authorized by Company and
purchased by Distributors within twelve (12) months of the date of termination.


 


      
15.    General.


 


                (a)
 Waiver. Failure of either party at any
time to require performance by the other party of any provision hereof shall
not be deemed to be a continuing waiver of that provision, or a waiver of its
rights under any other provision of this Agreement, regardless of whether such
provision is of the same or a similar nature.


 


                (b)
 Complete Agreement. This Agreement
(including the Schedules hereto and all documents and papers delivered pursuant
hereto and any written amendments hereof executed by the parties to this
Agreement) and the Confidentiality Agreement previously executed among the
parties, the terms of which shall survive the execution and delivery of this
Agreement, constitute the entire agreement, and supersedes all prior agreements
and understandings, oral and written, among the parties to this Agreement with
respect to the subject matter hereof. This Agreement may be amended only by a
written amendment executed by all of the parties hereto. Only the terms of this
Distributor Agreement shall govern sales of Open Energy Products to
Distributor.


 


                (c)
 Applicable Law; Jurisdiction and Venue.
This Agreement shall be construed under, and governed by, the laws of the state
of California. The parties agree that jurisdiction and venue for any legal
proceedings arising from or in any way connected to this Agreement will lie in
the courts of the State of California, and both parties hereby submit and
consent to the jurisdiction and venue of said courts.


 


                (d)
 Severability. If any provision of this
Agreement is unenforceable or invalid, the Agreement shall be ineffective only
to the extent of such provisions, and the enforceability or validity of the
remaining provisions of this Agreement shall not be affected thereby.


 


9

















 


                (e)
 Assignment. This Agreement may not be
transferred or assigned in whole or in part by operation of law or otherwise by
the either party without the prior written consent of the other party. Without
notice to the other party, either party may assign its rights, duties and
obligations under this Agreement to any parent, subsidiary or other affiliated
corporation of such party.


 


                (f)
 Notices. Any notice or other
communication related to this Agreement shall be effective if sent by first
class mail, postage prepaid, to the address set forth in this Agreement, or to
such other address as may be designated in writing to the other party.


 


                (g)  Arbitration.  Any controversy or claim arising out of or
relating to this Agreement or a breach thereof, shall be settled by arbitration
in Alameda County, California, or such other location as agreed to by the
parties, in accordance with the rules of the American Arbitration Association,
of such other dispute resolution service as agreed to by the parties, and
judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. The prevailing party in any legal proceeding
including arbitration arising out of this Agreement shall be entitled to
recover from the other party all costs and expenses of such proceeding,
including reasonable attorneys’ fees.


 


                (h)  Post
Termination.  Notwithstanding any
termination, all provisions of this Agreement dealing explicitly with
post-termination matters shall survive


 


                (i)  Execution of Agreement.  This Agreement may be executed in counterparts,
each of which will be deemed an original and together such counterparts shall
constitute one and the same instrument. This Agreement may be forwarded to the
parties for execution by electronic transmission. A party’s signature on an
electronic transmission of this Agreement will have the same effect as an
original signature.


 


      
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first set forth above.


 


	
  Open Energy Corporation

  	
   

  	
    Tri-Valley
  Supply, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David A. Field

  	
   

  	
  By:

  	
  /s/ David Van Beek

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
  President

  	
  Its:

  	
  Chief Operations Officer

  
	
   

  	
   

  
	
  Petersen-Dean, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Van Beek

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Chief Operations Officer

  	
   

  	
   

  



 


10

















 


SCHEDULE
A


 


Distributor
Location(s) and Territory


 


Distributor Location(s)


	
  CALIFORNIA

  	
   

  
	
   

  	
  7980 Enterprise Drive

  Newark, CA 94560

  510-494-1115

  
	
   

  	
   

  
	
   

  	
  1730 Lathrop Way

  Sacramento,
  CA 95815

  (916) 561-4250 Tel

  
	
   

  	
   

  
	
   

  	
  26051 Merit Circle, Suite 106

  Laguna Hills,
  CA 92653

  (949) 582-7344 Tel

  
	
   

  	
   

  
	
   

  	
  21616 Golden Triangle Road

  Santa Clarita,
  CA 91350

  (661) 254-3322 Tel

  
	
   

  	
   

  
	
   

  	
  1820 Container Circle

  Riverside,
  CA 92509

  (951) 782-0505 Tel

  
	
   

  	
   

  
	
  ARIZONA

  	
   

  
	
   

  	
  215 S. 13th Street

  Phoenix,
  AZ 85034

  (602) 454-7500 Tel

  
	
   

  	
   

  
	
  NEVADA

  	
   

  
	
   

  	
  4530 N. Walnut Road

  North Las Vegas,
  NV 89081

  (702) 643-1446 Tel

  
	
   

  	
   

  
	
  TEXAS

  	
   

  
	
   

  	
  5050 Timber Creek Drive

  Houston,
  Texas 77017

  (281) 486-1660 Tel

  
	
   

  	
   

  
	
   

  	
  13804 Turbine

  Austin,
  Texas 78728

  (512) 252-8196 Tel

  
	
   

  	
   

  
	
   

  	
  12118 Radium Drive

  San Antonio,
  Texas 78216

  (210) 375-7663 Tel

  
	
   

  	
   

  
	
  FLORIDA

  	
   

  
	
   

  	
  3953 SW Bruner Terrace

  Palm City, Fl
  34990

  (772) 291-7000 Tel

  
	
   

  	
   

  
	
   

  	
  1910 NW 18th Street, Bay 9

  And

  1920 NW 18th Street, Bays 1-5 and 11-15

  Pompano Beach, FL
  33069

  (954) 969-9196 Tel



  



 


11

















 


SCHEDULE
A


(cont.)


 


Territory


 


The states of California, Nevada, Arizona,
Florida, Texas and New Mexico.


 




	
  Initials:

  	
  Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Distributor

  	
   

  






 
12

















 


SCHEDULE
B


 


Existing
Customers /Accounts


 


Existing Customers / Accounts:


 


1.             Eagle
Building Products


 


 


 


 


 




	
  Initials:

  	
  Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Distributor

  	
   

  






 


13