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PFX & Distributor agree to market epoxy products manufactured by Bradcote Epoxies, LLC under a Manufacturers Representative agreement between PFX and Bradcote Epoxies, LLC.

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Distributor shall purchase epoxy products from PFX at a wholesale discount of 25% per gallon from List Price plus incentive volume rebates.  Prices to Distributor are subject to change based on formulation costs of different products and price of raw materials to  manufacturer.

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Distributor agrees to market PFX epoxy products on a ‘Best-Efforts’ basis and shall not be bound by any territory, time or production requirements or quotas.

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Distributor shall indemnify and hold PFX & Manufacturer harmless from any misrepresentations, warranties, or legal actions against Distributor.

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This agreement signed on (Mo/Day)______20___ in Harris County, Houston, Texas by and between the following parties.

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X_________________________  & X_____________________

       PermaFlexUSA                                            (Distributor)

       Houston, Tx.