-and-

(2) J. B. Lynch, Exclusive Manufacturers Agent

Whereas:

A. The Principal wishes to appoint J. B. Lynch as its Exclusive Manufacturers Agent in relation to the commission only sale of the Products (as hereinafter defined) in the Territories (as defined) for the duration of the Contract upon the terms and conditions hereinafter set out and otherwise in accordance with the Regulations (as defined). J. B. Lynch is willing to accept appointment upon the after said basis and both parties hereto have obtained independent legal advice with respect to and therefore fully understand the practical meaning and effect of each of the Regulations as at the date hereof.

Now it is hereby agreed as follows:

1. INTERPRETATION

In this contract the following words and expressions shall have meaning set respectively as follows:

1.1 CUSTOMERS

Any person, firm or company with whom J. B. Lynch deals during the course of the Contract and any such person, firm or company with whom J. B. Lynch has dealt with during the course of the twelve year period immediately preceding termination of the contract however such termination arises.

Page 1 of 8

1.2 COMMISSION

Subject always to the terms of the contract, that sum of money which the Principal shall pay J. B. Lynch pursuant to Clause 5 being (as agreed) of the Net Invoice Value invoiced by the Principal in relation to all and any sales of any of the Products during the course of this Contract by J. B. Lynch, his sub-agents or representatives in the Territories, irrespective as to whether or not procured directly by J. B. Lynch.

1.3 NET INVOICE VALUE

The price of any relevant Products invoiced to any Customers excluding value added and/or any other taxes charged thereon and any packaging, handling, shipping and/or insurance cost which are not already provided for in the price of the Products.

1.4 PRODUCTS

All and/or any products or component part for any such products manufactured and/or sold at any time and from time to time during the course of this Contract by and on behalf of the Principal.

1.5 TERRITORY

2. APPOINTMENT OF J. B. LYNCH TO THE PRINCIPAL

3.2 Conduct his business in accordance with the highest business standards and will not perform any act which might reflect adversely upon the integrity or goodwill of the Principal.

3.3 Promptly notify the Principal of any information likely to be of interest, use or commercial benefit to the Principal relating to the Products.

3.4 Not make any promises or representation nor give any warranties or guarantees in respect of any of the Products save for those expressly made in the Principal’s trade literature or which are communicated to J. B. Lynch by the Principal.

3.5 Bear his own traveling, administration, establishment and advertising costs apart from those costs specified by the Principal in writing.

3.6 Facilitate the Principal with full state of the art computerized office services on a 24/7 basis in 20 languages for immediate processing of phone and email enquiries and/or complaints.

4. DUTIES OF THE PRINCIPAL TO J. B. LYNCH

4.1 In his/her relationship with J. B. Lynch, the Principal shall at all times act dutifully and in good faith.

4.2 In particular but without prejudice to the generality of the foregoing in Clause 3.2 the Principal shall at all times:

4.3 Provide J. B. Lynch with all the support which J. B. Lynch reasonably requires to enable J. B. Lynch to properly and satisfactorily perform his obligations hereunder:-

4.4 Inform J. B. Lynch within a reasonable time period of the Principal’s acceptance or refusal of any commercial transaction negotiated or concluded by J. B. Lynch, and of any non-execution by the Principal of a commercial transaction which J. B. Lynch has procured for the Principal.

4.5 Use all reasonable endeavors to safeguard the rights hereby granted to J. B. Lynch , including taking of such steps as may be available to it to prevent the infringement of those rights by other agents or any other persons and/or companies connected with the Principal.

4.6 At its own expense supply J. B. Lynch with such samples, display cases, catalogues, price lists, brochures, point of sale materials, photographs, advertising material as is sufficient for the promoting Sales of the Products within the Territory.

5. ORDERS

5.1 Promptly upon receipt by J. B. Lynch of any order for the Principal or request for quotation J. B. Lynch shall transfer the order or request to the Principal.

5.2 J. B. Lynch shall have the right to carry out his obligations hereunder under his own name to the effect that the Principal shall be the disclosed principal in relation to purchases but it is expressly agreed that J. B. Lynch shall have the authority and power to bind the Principal and to pledge its credit but only with the Principal’s written agreement.

6. INVOICES

6.1 Promptly upon the execution of any order, for the Products, the Principal will send to J. B. Lynch an invoice, payable to J. B. Lynch as assignee in respect of any such invoice.

6.2 In the event that J. B. Lynch receives payment in advance or on delivery or under the agreed credit terms from any purchaser in respect to any invoice such as referred to in Clause 6.1 J. B. Lynch shall pay the Principal the full amount less deduction of the agreed commission, Clause 7.2, of any such payment received by J. B. Lynch, promptly, in any event, within seven days of receipt by bank transfer.

7. REMUNERATION

7.1 J. B. Lynch shall receive the Commission calculated in accordance with Clause 7.2 and varying with the number and/or value of the Products sold and paid for in the Territory during the term of this Contract.

7.2 J. B. Lynch shall be entitled to receive and/or deduct (a commission rate as agreed) of the Net Invoice Value of all and any Products sold at any time, by any means, by anyone during the term of this Contract.

8. NOTICE TO BE GIVEN TO TERMINATE CONTRACT

8.1 Save where this Contract is initiated for a fixed period either party may terminate this Contract at any time after the date hereof by written notice. The minimum period of such notice shall be as follows:

8.2 Either party may terminate this Contract at any time before one year from now provided always that it has given the other written notice of that effect at least three months or more before such date as fore-said:

8.3 Any notice served in accordance with Clause 6.1 may not expire in any event before the last day of the calendar month which is final month of notice period.

8.4 In the event that it is the Principal who terminates this Contract and it does not require J. B. Lynch to work on its behalf during his contractual period it must nevertheless promptly pay a sum to J. B. Lynch which is equivalent to the amount which J. B. Lynch would otherwise have earned by way of Commission after deduction of a properly and fairly estimated amount in respect of J. B. Lynch’s normal operating expenses during such notice period.

9. EVENTS OF TERMINATION

9.1 Each party shall have the right at any time by given notice in writing to the other to terminate this Contract forthwith in any of the following events:

9.2 If the other commit’s a material breach of any of the terms or conditions of this Contract and, in the case of a breach which is capable of remedy, fails to remedy the same within 30 days of the receipt of written notice requiring it to do so; and/or

9.3 If the Principal is unable to pay its debts as they fall due or a petition is presented or meeting convened for the purpose of winding up the other or it enters into liquidation, whether compulsorily or voluntarily, or compounds with its creditors generally or has a receiver, administrative receiver or administrator appointed of all or any part of its assets or takes or suffers any similar action in consequence of dept.

10. EXPENSES

10.1 J. B. Lynch shall pay for the normal day to day running expenses in respect to carrying out his and his sub-agents functions as part of our Commercial Commission Agency service.

10.2 The Principal shall make an expense allowance in the following cases:

10.2.1 Travel to and from the Principal’s requested locations other than those in J. B. Lynch’s territory. For example a trip to the Principal’s headquarters.

10.2.2 All expenses incurred while running copyrighted in-store sales promotions, stands at local and international trade fairs and other services outside J. B. Lynch’s normal selling.

10.2.3 For attending exhibits, demonstrations or trade shows at the Principal’s request at a flat rate of one thousand dollars ($1,000) plus expenses.

10.2.4 All expenses for the shipping, taxes or import duties on consignment products for use as samples, in in-store sales promotions and inventory consignments.

11. DISCLOSURE OF INFORMATION

Neither party to this Contract shall be required at any time to give any information where such disclosure would be contrary to public policy.

12. ENTIRE UNDERSTANDING

This Contract embodies the entire understanding between the parties in relation to the Products and there are no promises, terms, conditions or obligations, oral or written, expressed or implied, other than those contained herein.

13. SUB-AGENTS

J. B. Lynch shall be entitled to appoint sub-agents and/or sales field representatives to carry out his duties in any part of the Territory.

The Principal agrees to limit any and all liability or claim for damages, for cost of defense, or for any expenses to be levied against J. B. Lynch to a sum not to exceed one hundred dollars ($100) or the amount of J.B. Lynch’s fee whichever is less when such a claim arises from any error, omission, or professional negligence on the part of J. B. Lynch, his staff, sub-agents or sales associates.

15. JURISDICTION

The construction, validity and performance of this Contract shall be governed by International, United States and/or European Union Laws and the parties hereto hereby submit to the non-exclusive jurisdiction of the courts as foresaid.

SIGNED and DELIVERED as a Deed By:

Principals Name Printed ----------------------------------------------

Principals Signature -----------------------------------------------------

Company’s Registered Name ---------------------------------------

SIGNED and DELIVERED as a Deed By:

J. B. Lynch Signature-----------------------------------------------