TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
PROBLEM: Exhibit 10.1     DISTRIBUTOR AGREEMENT

THIS AGREEMENT is made this 1st day of August, 2013, (the Effective Date), by and between Snotarator LLC, a Texas limited liability company, with its principal place of business located at 2591 Dallas Parkway, Suite 102, Frisco, Texas  75034  (the Company) and SMSA Ballinger Acquisition Corp., a Nevada corporation, with offices at 12890 Hilltop Road, Argyle, Texas  76226  (the Distributor).

NOW, THEREFORE, in consideration of the promises hereinafter made by the parties hereto, it is agreed as follows:   ARTICLE  I APPOINTMENT OF DISTRIBUTORSHIP

1.01.  Distribution Right. The Company hereby appoints and grants Distributor the exclusive right to sell the products of the Company, including the Snotarator™ Nasal Aspirator,  (Products) listed in the current Price List (Exhibit A attached hereto). The distribution right shall be limited to all countries and all of their territories and possessions within the continent known as South America (Territory)  (Exhibit B attached hereto).  Distributor agrees that the Products, including the name Snotarator ™ Nasal Aspirator (the Brand) are the sole property of the Company and Distributor has no interest whatsoever in such Brand and Products, and Distributor shall use the Brand and Products only for so long as the rights granted hereby remains in full force and effect.  Distributor shall not take any actions, or aid or assist any other party to take any actions that would infringe upon, harm or contest the proprietary rights of Company in and to the Brand and Products.  Distributor shall not assign the rights granted in this Section 1.01 without the prior written consent of the Company.

1.02  Prices. All prices stated are in United States dollars and FOB the Company's offices in Frisco, Texas. Prices do not include transportation costs which shall be borne by Distributor.

1.03.  Terms. Terms are net cash upon delivery.

1.04.  Competitive Products. Distributor agrees not to represent or sell other products which are deemed to be competitive with the Company's Products unless agreed to by the Company by written notice.

ARTICLE  II MARKETING AND SUPPORT

2.01.  Sales. Distributor shall use commercially reasonable efforts to market, distribute and promote the Brand and Products in the Territory at its own cost.

ARTICLE  III DELIVERY

3.01.  Purchase Orders. Distributor shall order Products by written notice to Company. Each order shall specify the number of units to be shipped, the type of units to be shipped (as identified by Company model number designations indicated in the Price List) including all optional features, the desired method of shipment. Company shall indicate its acceptance of such purchase order by returning a signed copy to Distributor. Company agrees to ship units to Distributor as close as possible to the delivery schedule set forth in each order as accepted by Company, unless Company otherwise indicates in writing

3.02.  Shipment. All shipments of Products shall be made FOB Company's office and liability for loss or damage in transit, or thereafter, shall pass to Distributor upon Company's delivery of Products to a common carrier for shipment. Shipping dates are approximate and are based, to a great extent, on prompt receipt by Company of all necessary ordering information from Distributor. Distributor shall bear all costs of transportation and insurance and will promptly reimburse Company if Company prepays or otherwise pays for such expenses. Company shall not be in default by reason of any failure in its performance under this Agreement if such failure results from, whether directly or indirectly, fire, explosion, strike, freight embargo, Act of God or of the public enemy, war, civil disturbance, act of any government, de jure or de facto, or agency or official thereof, material or labor shortage, transportation contingencies, unusually severe weather, default of any other manufacturer or a supplier or subcontractor, quarantine, restriction, epidemic, or catastrophe, lack of timely instructions or essential information from Distributor, or otherwise arisen out of causes beyond the control of the Company. Nor shall the Company at any time be liable for any incidental, special or consequential damages.







3.03.  Cancellation. Distributor may, at any time prior to the scheduled date of shipment, cancel any or all Products on order upon giving timely written notice.

ARTICLE  IV PATENT AND TRADEMARK INFRINGEMENT

4.01   Patent Infringement. Company agrees, at its own expense, to indemnify, defend and hold harmless each Distributor and its customers from and against every expense, damage, cost and loss (including attorneys' fees incurred) and to satisfy all judgments and decrees resulting from a claim, suit or proceeding insofar as it is based upon an allegation that any Product or any part thereof furnished by Company or any process which is practiced in the customary use of the Product is or has been infringing upon any patent, copyright or proprietary right, if Company is notified promptly of such claim in writing and given authority, and full and proper information and assistance (at Company's expense) for the defense of same. In case any Product, or any part thereof, if such suit is held to constitute an infringement and the use of said Product or part is enjoined, Company shall, in its sole discretion and at its own expense, either procure for the indemnitee the right to continue using said Product or provide or procure for the Distributor a similar product.

4.02   Trademark Infringement.  The Company has registered the mark Snotarator ™ in the United States.  Distributor agrees it will not at any time, either during the term of this Agreement or thereafter, use the Brand, Products or Snotarator™ mark in any manner that might infringe upon the Company's ownership rights to same directly or indirectly.  Distributor shall indemnify and hold the Company and its affiliates harmless from and against any and all claims, judgments, costs, awards, expenses (including reasonable attorney fees) and liabilities of every kind arising from Distributor's fault or negligence in its use of the Snotarator ™ mark and in the marketing and distribution of the Products within the Territory.

ARTICLE  V WARRANTY

5.01.  Products Warranty. Company warrants that Distributor shall acquire Products purchased hereunder free and clear of all liens and encumbrances except for Company's purchase money security interest defined in Section 1.03, above. Company further warrants all Products to be free from defects in material or workmanship under normal use and service for a period of ninety (90) days from the date of delivery. Any defects must be replaced by the Company within sixty (60) days within this scope of the warranty and all charges for labor and material, will be borne by Company. If it is determined that either no fault exists in Company, or the damage was caused by negligence of Distributor, its agents, employees or customers, Distributor agrees to pay all charges associated with each such replacement. THIS CONSTITUTES THE SOLE WARRANTY MADE BY COMPANY EITHER EXPRESSED OR IMPLIED. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED WHICH EXTEND BEYOND THE FACE HEREOF, HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES AND DISTRIBUTOR'S REMEDIES SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF NONCONFORMING UNITS OR PARTS.       2







ARTICLE  VI DURATION OF AGREEMENT

6.01.  Term. The term of this Agreement shall terminate on May 31, 2015, unless sooner terminated. Termination shall not relieve either party of obligations incurred prior thereto.  The term of this Agreement may be extended for an additional two year period with the written consent of both parties.

6.02.  Termination. This Agreement may be terminated only:

(a)  By either party for substantial breach of any material provision of this Agreement by the other, provided due notice has been given to the other of the alleged breach and such other party has not cured the breach within (30) days] thereof; or

(b)  By the Company if: there is an unacceptable change in the control or management of the Distributor; if the Distributor  makes an assignment for the benefit of creditors; if a petition in bankruptcy is filed by or against the Distributor, resulting in an adjudication of bankruptcy; or, if the Distributor fails to pay its debts as they become due and provided due notice has been given by the Company to the Distributor and the Distributor has not cured such breach within thirty (30) days thereof; or   (c)  By the written consent of both parties;

                (d)  Upon termination of this Agreement all further rights and obligations of the parties shall cease, except that Distributor shall not be relieved of (i) its obligation to pay any monies due, or to become due, as of or after the date of termination, and (ii) any other obligation set forth in this Agreement which is to take effect after the date of termination.

ARTICLE  VII NOTICES

7.01.  Notice or Communication. Any notice or communication required or permitted hereunder shall be in writing and shall be sent by international courier or registered mail, return receipt requested, postage prepaid and addressed to the addresses set forth below or to such changed address as any party entitled to notice shall have communicated in writing to the other party. Purchase orders and other administrative notices may be sent by facsimile transmission or regular mail.  Notices and communications to Company shall be sent to:

Snotarator LLC 2591 Dallas Parkway Suite 102 Frisco, Texas  75034

Notices and communications to Distributor shall be sent to address shown on first page of this Agreement. Any notices or communications to either party hereunder shall be deemed to have been given when deposited in the mail, addressed to the then current address of such party.

7.02  .  Date of Effectiveness. Any such notice or communication so mailed shall be deemed delivered and effective seventy-two (72) hours after mailing thereof in the United States.

ARTICLE VIII CONFIDENTIALITY       3







8.01  .  Confidentiality.  Each party agrees to maintain in confidence and not to use except for the purpose of this Agreement any information of a confidential nature such as technical information and data, commercial information and know-how, price structures, administrative and operational costs, or other information relating to each other's business operations or in the case of Distributor to the Brand and Products whether disclosed prior to the Effective Date or thereafter.  Each party's obligation of confidentiality and limitation upon use shall not apply to any information to the extent that the receiving party can show that such information:

a)  is or became generally available to the public otherwise than by reason of breach by the receiving party of the provisions of this Agreement;

b)  was known to the receiving party prior to the date of the Agreement provided that documentary evidence of such knowledge is provided to the disclosing party on request;

c)  was subsequently disclosed to the receiving party without obligation of confidentiality by a third party owing no such obligations to the disclosing party in respect of such information;

d)  is  required by laws to be disclosed but then only when, to the extent reasonably practicable, prompt notice of this requirement has been given to the original disclosing party so that it may seek appropriate relief to prevent or limit such disclosure.

Except as required by applicable laws or court order or as otherwise permitted under this Agreement, all publicity, press releases and public announcements, in each case relating to the Brand and Products in the Territory and/or the transactions contemplated hereby shall be reviewed in advance by, and shall be subject to the written approval (such approval not to be unreasonably withhold) of both the Company and Distributor.  The parties hereto may disclose the existence of this Agreement and the terms and conditions hereof, without the prior written consent of the other parties, as may be required by applicable laws, in which case the party seeking to disclose the information shall give the other parties reasonable advanced notice and review of any such disclosure and shall seek confidential treatment of such information to the extent possible under applicable law.

ARTICLE  IX GENERAL PROVISIONS

9.01.  Relationship of Parties. The relationship between the parties established by this Agreement shall be solely that of vendor and vendee and all rights and powers not expressly granted to the Distributor are expressly reserved to the Company. The Distributor shall have no right, power or authority in any way to bind the Company to the fulfillment of any condition not herein contained, or to any contract or obligation, expressed or implied.

9.02.  Independence of Parties. Nothing contained in this Agreement shall be construed to make the Distributor the agent for the Company for any purpose, and neither party hereto shall have any right whatsoever to incur any liabilities or obligations on behalf or binding upon the other party. The Distributor specifically agrees that it shall have no power or authority to represent the Company in any manner; that it will solicit orders for Products as an independent contractor in accordance with the terms of this Agreement; and that it will not at any time represent the Company in any manner; that it will solicit orders for Products as an independent contractor in accordance with the terms of this Agreement; and that it will not at any time represent orally or in writing to any person or corporation or other business entity that it has any right, power or authority not expressly granted by this Agreement.

9.03.  Indemnity. The Distributor agrees to hold the Company free and harmless from any and all claims, damages, and expenses of every kind or nature whatsoever (a) arising from acts of the Distributor; (b) as a direct or indirect consequence of termination of this Agreement in accordance with its terms; or (c) arising from acts of third parties in relation to Products sold to the Distributor under this Agreement, including, but not limited to execution of liens and security interests by third parties with respect to any such Products.       4







9.04.  Entire Agreement. The entire Agreement between the Company and the Distributor covering the Products is set forth herein and any amendment or modification shall be in writing and shall be executed by duly authorized representatives in the same manner as this Agreement. The provisions of this Agreement are severable, and if any one or more such provisions are determined to be illegal or otherwise unenforceable, in whole or in part, under the laws of any jurisdiction, the remaining provisions or portions hereof shall, nevertheless, be binding on and enforceable by and between the parties hereto. Any provisions, terms or conditions of Distributor's purchaseoOrders which are, in any way contradicting of this Agreement, except those additional provisions specifying quantity and shipping instructions, shall not be binding upon Company and shall have no applicability to the sale of goods by Company to Distributor.

9.05.  Applicable Law. This Agreement shall be governed by the laws of the State of Texas.  All payments hereunder shall be made at Company's offices at Frisco, Texas.  Company's rights granted hereby are cumulative and in addition to any rights it may have at law or equity.

9.06.  Separate Provisions. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

9.07.  Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.  Distributor shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date and year indicated above.

SNOTARATOR LLC

By:/s/ Orsolya Peresztegi Orsolya Peresztegi Title:  President and Manager

DISTRIBUTOR SMSA Ballinger Acquisition Corp.

By:/s/ Timothy P. Halter Timothy P. Halter Title:  President and Sole Director       5





    EXHIBIT  A

SNOTARATOR PRICE LIST AS OF AUGUST 1, 2013

Description of Product

Snotarator® Nasal Aspirator

Price per Unit   1,000 to 5,000 Units* - $4.50 per unit 5,000 to 10,000 Units - $4.15 per unit Over 10,000 Units - $3.95 per unit

____________________________________ *Minimum order of 1,000 Units





    EXHIBIT  B DESCRIPTION OF THE TERRITORY

The Territory which is subject to Section 1.01 of this Agreement includes all countries and all of their territories and possessions within the continent known as South America. 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

SOLUTION: Distributor shall not take any actions, or aid or assist any other party to take any actions that would infringe upon, harm or contest the proprietary rights of Company in and to the Brand and Products.

PROBLEM: Exhibit 10.1

FORM OF SUB-RESELLER AGREEMENT

Signature Page

Reseller Full Legal Name Salesforce.org, a nonprofit public benefit corporation having its principal place of business at 50 Fremont Street, Suite 300, San Francisco, California 94105

This Form of Sub-Reseller Agreement (this Sub-Reseller Agreement) is made and entered in by and between salesforce.com, inc., a Delaware corporation having its principal place of business at The Landmark @ One Market, Suite 300, San Francisco, California 94105 (SFDC or Salesforce) and the Reseller named above and amends that certain Reseller Agreement between Salesforce and Reseller dated as of August 1, 2015, as previously amended (the Agreement). This Sub-Reseller Agreement is effective as of the later of the dates beneath the Parties' signatures below (Sub-Reseller Effective Date), provided, however, that the dates of the Parties' signatures are not separated by a period of time greater than ten (10) business days. If such period is greater than ten (10) business days then this Sub-Reseller Agreement shall be deemed null and void and to be of no effect. Capitalized terms not defined herein shall have the meanings given to them in the Agreement.

The Parties, by their respective authorized signatories, have duly executed this Sub-Reseller Agreement as of the Sub-Reseller Effective Date.

Salesforce.com, Inc. Reseller

By: By: Name: Name: Title: Title: Date: Date:

Source: SALESFORCE.COM, INC., 10-Q, 11/22/2017





Exhibit 10.1

Sub-Reseller Agreement Terms & Conditions

1. Resale Rights. SFDC hereby appoints SUB-RESELLER (Sub-Reseller) as a sub-reseller to whom Reseller may resell Services in accordance with Section 2(ii) of the Agreement, provided that Sub-Reseller may only resell such Services to Customer. Reseller must ensure that Sub-Reseller complies with the terms of the Agreement applicable to Reseller as if Sub- Reseller were an original party to the Agreement and any breach by Sub-Reseller of the Agreement will be deemed a breach by Reseller. Sub-Reseller is not be a third-party beneficiary of the Agreement.

2. Effect of Sub-Reseller Agreement. Subject to the above modifications, the Agreement remains in full force and effect.

3. Entire Agreement. The terms and conditions herein contained constitute the entire agreement between the Parties with respect to the subject matter of this Sub-Reseller Agreement and supersede any previous and contemporaneous agreements and understandings, whether oral or written, between the Parties hereto with respect to the subject matter hereof.

4. Counterparts. This Sub-Reseller Agreement may be executed in one or more counterparts, including facsimiles or scanned copies sent via email or otherwise, each of which will be deemed to be a duplicate original, but all of which, taken together, will be deemed to constitute a single instrument.

Source: SALESFORCE.COM, INC., 10-Q, 11/22/2017 
Question: Highlight the parts (if any) of this contract related to Effective Date that should be reviewed by a lawyer. Details: The date when the contract is effective

SOLUTION: This Sub-Reseller Agreement is effective as of the later of the dates beneath the Parties' signatures below ("Sub-Reseller Effective Date"), provided, however, that the dates of the Parties' signatures are not separated by a period of time greater than ten (10) business days.

PROBLEM: CONFIDENTIAL PORTIONS OMITTED

                                                                   EXHIBIT 10.16

                       [LOGO OF TEAM SABCO APPEARS HERE]

                             SPONSORSHIP AGREEMENT

THIS SPONSORSHIP AGREEMENT (hereinafter the Agreement) is made and entered into this 19th day of December 1997, by and between SABCO RACING, INC., a North Carolina corporation with a place of business in Iredell County, North Carolina (hereinafter Sabco), and Prolong Super Lubricants, Anaheim, Calif. (Hereinafter to be referred to as Prolong);

                                  WITNESSETH:

     WHEREAS, Sabco is engaged in the business of operating NASCAR Winston Cup  Series race cars and wishes to provide advertising space and advertising,  promotional and marketing assistance to Prolong; and

     WHEREAS, Prolong desires to become a major associate sponsor of all three Sabco entries during the 1998, 1999 and year-2000 NASCAR Winston Cup Series racing seasons. These entries shall mean the Sabco No. 40, all NASCAR Winston Cup Series races during this three-year period; the Sabco No. 42, all NASCAR Winston Cup Series races during this three-year period; and Sabco No. 46, all NASCAR Winston Cup Series races during this three-year period. Prolong shall use its sponsorship of the Sabco entries for advertising, promoting and marketing itself.        WHEREAS, the parties desire to set forth in this Agreement their respective rights and obligations;

     NOW, THEREFORE, in consideration of the mutual promises and agreements set  forth herein, and for other good and valuable consideration, the parties hereto  agree as follows:

     1.    Term.  The term of this Agreement shall commence with the first race             ----- of the 1998 Winston Cup season and shall continue until the final race of the  year-2000 Winston Cup season.

     2.    Services to be provided by Sabco.  Sabco shall perform the following            --------------------------------- services for Prolong during the term hereof:

     A.    Drivers.  The drivers for the 33 Winston Cup events to be held             -------- during the 1998 season in which Prolong is an associate sponsor shall be  Sterling Marlin (40), Joe Nemechek (42) and Wally Dallenbach Jr. (46), unless  due to injury or for some unforeseeable reason, either is unable to drive, in  which event Sabco shall choose a substitute driver to drive their respective  Sabco/Prolong-sponsored entry.  For the duration of this agreement, Sabco  reserves the right to substitute or replace any of the aforementioned drivers  listed without prior notice to Prolong or prior approval from Prolong.

     B.    Decal location.  Sabco will designate Prolong as an associate sponsor            --------------- on its No. 40, No. 42 and No. 46 Winston Cup race cars in the aforementioned 33 events. Sabco shall cause each car to be painted with paint schemes approved by each's primary sponsor and shall cause to display Prolong associate sponsor decal signage upon the middle side panel (between car number and rear tire; both sides of car) with dimensions of approximately 6

  inches high by 16 inches long. In addition, Sabco shall provide, subject to Prolong's approval, drive, pit crew, team uniforms, team pit equipment, team race car transporter, show car and show car transporter bearing prominent Prolong associate sponsor identification as well as team pit equipment with size and placement commensurate with level of sponsorship

    3.  Driver Appearances.  Sabco shall provide unto Prolong five aggregate          ------------------ driver appearances (2) two-hours each at no fee. Prolong shall be responsible  for all first class travel expenses relating to each driver appearance, i.e.  hotel, airfare, meals, etc.  Additional appearances by Sabco drivers shall be at the discounted rate of [ * ] ($[ * ]) Dollars per day per driver, [ * ].

        Sabco shall further provide the services of each driver for one free day for commercial use (up to six hours each) for still photo shoot, TV and  radio/commercial production.  Prolong shall be responsible for all first class  travel expenses relating to each driver appearance, i.e. hotel, airfare, meals,  etc.

        All Sabco drivers, while under contract with Team SABCO, shall allow their likeness, voice, picture and signature to be used for commercial purposes endorsing Prolong at no additional costs during the term of this agreement.

   4.   Compensation. Prolong agrees to pay unto Sabco the sum [ * ] [ * ]          ------------ Dollars ($[ * ]) for services to be provided by Sabco over this three year period of 1998, 1999 and year-2000.  This sponsorship fee of $ [ * ] shall be





paid to Sabco in the following installments:  Year One (1998): $ [ * ] (four  equal installments of  $ [ * ] to be paid on 3/15/98, 6/15/98, 8/15/98 and  10/15/98); Year Two (1999): $ [ * ] (four equal installments of $ [ * ] to be  paid on 3/15/99, 6/15/99, 8/15/99 and 10/15/99); Year Three (year-2000): $ [ * ] (four equal installments of $ [ * ] to be paid on 3/15/2000, 6/15/2000,8/15/2000 and 10/15/2000).

   5.   Show Car. Sabco agrees to provide at no expense to Prolong for its use         -------- in promoting its sponsorship, five (5) free show car appearance days whereas Prolong can deem which of the Sabco show cars to use. This shall mean that Prolong may schedule any combination of Sabco's three show cars (based on availability) not to exceed a total of five show days (travel days are considered a show date). Sabco will provide transportation of show car and will provide an attendant to stay with the car during its display period. For any show car appearance requested by Prolong over and above the five (5) free appearances, Sabco will make available unto Prolong a show car at a discounted rate of [ * ] Dollars ($ [ * ]) per day. All travel days to and from the site of a show car appearance, as well as the actual day upon which show car is on display will be charged as a show date. It is further understood that the parties will agree in advance upon a schedule of places and events for the show car to be displayed at such times as will not interfere with Sabco's racing schedule.

    6.  Media, Public Relations and Sponsor Communications. Sabco will use its         -------------------------------------------------- best efforts to obtain favorable exposure for Prolong and will be available to assist Prolong with public relations activities to a reasonable extent. This shall include making members of Sabco available for media interviews, press conferences or other public relations activity, as reasonably requested by Prolong, at or near race sites on dates Sabco is at race sites pursuant to their obligations hereunder. Sabco shall provide at its expense a staff member to handle race team's media and public relations needs and shall cause Prolong to receive prominent mention and display within press kits featuring the Sabco No. 40, 42 and 46 race cars. In each of the 1998, 1999 and year-2000 races in which Prolong is designated as an associate sponsor, Sabco shall fax to Prolong officers on the Monday following the race, race results and a summary of the prior weekend activities.

     *  CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

         7.  Exclusivity. During the term of this Agreement, Sabco will not             ----------- represent or accept as a primary, secondary, or associate sponsor any other  company reasonably deemed to be competitive with Prolong products.

       8.  Confidentiality. During and after the term of this Agreement, each             --------------- party hereto, its employees and agents agree not to disclose any business  results, trade practices or other business information of the other party, its  employees or agents, which they may learn as a result of the performance of this Agreement.

       9.  Indemnification.            ---------------          A.  Sabco shall indemnify, defend and hold harmless Prolong, its         officers, directors, employees and representatives from and against any        and all losses, claims, suits, damages, liabilities, costs and expenses,        including attorney fees and count costs incurred by any of them arising        out of:

(i)        Any breach of any warrant made by Sabco herein;

(ii)       Any acts done or words spoken

(iii)      Any claims by any persons arising from acts or omissions of any            nature by Sabco, its employees or agents, including but not limited            to, claims arising during the court of competition or practice in the            performance of this Agreement.

       B.  Prolong shall indemnify, defend and hold harmless Sabco, its  officers, directors, employees and representatives, from and against any and all losses, claims, suits, damages, liabilities, costs and expenses, including  attorney fees and court costs incurred by any of them, arising out of:

(i)        The use of any logo, design or materials furnished to Sabco by             Prolong hereunder;

(ii)       Any breach of any warranty made by Prolong herein;

(iii)      Any acts done or words spoken by Prolong, its officers, directors,             agents, employees and representatives;

(iv)       Any claims by any persons arising from acts of omissions of any        nature by Prolong, its officers, directors, agents, employees or        representatives, including, but not limited to, claims arising under any        product liability theory with respect to Prolong's products.

       10. Nature of Relationship. The parties expressly acknowledge and agree             ---------------------- that Sabco is acting as an independent contractor. Each party is responsible for all taxes relating to its operation, including payroll taxes for its employees,  and nothing in this Agreement is intended to create a relationship, express or





implied, of employer-employee between Sabco and Prolong. Except as expressly  authorized herein, neither party may contract for or otherwise obligate the  other party without the party's prior express written consent.

       11.  Insurance.  Sabco shall provide at its expense and maintain throughout           --------- the term of this Agreement and any option period spectator liability insurance  in an amount not less than $1 million single limit coverage with respect to any  liability relating to the activities of Sabco in the performance of this  Agreement.  Sabco shall, within 90 days of the execution of this Agreement,  supply Prolong with a copy of such policy of insurance or a certificate thereof, and such policies shall be cancelable only upon 10 days written notice to  Prolong.

     12.  Notices, Statements and Payments.  All notices, statements and            -------------------------------- payments required under this Agreement shall be sent to the parties at the  following addresses:

SABCO RACING, INC. 114 Meadow Hill Circle Mooresville, North Carolina 28115 Attn:  Felix Sabates

PROLONG SUPER LUBRICANTS 1210 North Barsten Way Anaheim, California 92806 Attn: Jerry Grant

All notices, statements and payments shall be deemed delivered when deposited  in the United States mail postage prepaid, when hand delivered if delivered  personally, when telecopied if the sender's telecopier confirms transmission  (with respect to notices and statements) or when wire transferred in federal  funds (with respect to payments).

     13.  Waivers.  A waiver of any provision of this Agreement shall be            -------- enforceable only if the waiver is in writing signed by the party against whom  the waiver is sought to be enforced.  A failure by a party at any time to  exercise any rights hereunder shall not constitute a waiver of such rights at  another time.

     14.  Entire Agreement.  This Agreement contains the entire agreement and            ---------------- understanding between the parties with respect to the subject matter hereof and  supersedes all prior written or oral agreements between them with respect to the subject matter hereof.

     15.  Assignment.  This Agreement may not be assigned by either party            ---------- without the prior written consent of the other party.

     16.  Significance of Headings.  Paragraph headings contained herein are            ------------------------ solely for the purpose of aiding the speedy location of subject matter and are  not in any sense to be given weight in the construction of this Agreement.   Accordingly, in case of any question with respect to the construction of this  Agreement, it is to be construed as though paragraph headings had been omitted.

     17.  Governing Law, Jurisdiction and Venue.  This Agreement shall be            ------------------------------------- governed by and construed in accordance with the substantive laws of the State  of North Carolina.  The parties hereto hereby submit to jurisdiction and venue  in any state or federal court located in North Carolina as well as any other  jurisdiction having venue and competent jurisdiction of any law suit arising out of or relating to this Agreement; provided, however, if any

  proceedings are instituted in a jurisdiction other than North Carolina, any  party may remove such proceeding to any State or Federal Court in North  Carolina.

       18.  Further Execution; Cooperation. The parties agree to execute and              ------------------------------ deliver such further agreements, instruments and other documents as the other  party may reasonably deem necessary to effectuate the purposes and provisions of this Agreement. The parties further agree to cooperate with each other in any  manner reasonably requested by the other party to effectuate the purposes and  provisions of this Agreement.

       19.  Counterparts. This Agreement may be executed in counterparts and the             ------------ signature page of any party, and photocopies and facsimiles thereof, may be  appended to any counterpart and when so appended shall constitute an original  signature.

               IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be  executed by their duly elected officers as of the day and year first above  written.





                               SABCO RACING, INC. ATTEST:                                                                 BY /s/ Armando Fitz                                   -------------------------------- /s/ Jerry Grant                Armando Fitz - Vice President Business Operations - --------------------------    Jerry Grant - Secretary

                               PROLONG SUPER LUBRICANTS ATTEST:

                               BY /s/ Elton Alderman /s/ ILLEGIBLE                     --------------------------------- - --------------------------              Elton Alderman - President                  Secretary 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

SOLUTION:
Sabco shall provide at its expense and maintain throughout           --------- the term of this Agreement and any option period spectator liability insurance  in an amount not less than $1 million single limit coverage with respect to any  liability relating to the activities of Sabco in the performance of this  Agreement.  Sabco shall, within 90 days of the execution of this Agreement,  supply Prolong with a copy of such policy of insurance or a certificate thereof, and such policies shall be cancelable only upon 10 days written notice to  Prolong.