By Submitting a DISTRIBUTOR APPLICATION form on procainco.com you agree to the following:

    1. Background. The Manufacturer is engaged in the business of manufacturing, packaging, selling and distributing various game animal attractants and repellents and related products (the ''Products''). The Manufacturer requires the services of a distributor knowledgeable in the field of the Manufacturer's products and competent to assist the Manufac-turer in the sale and support of its products. The Distributor is willing and able to provide such service on the terms and subject to the conditions herein. The Manufacturer recognizes the value of its independent distribution network and will take reasonable and legal actions to protect that network. The Manufacturer and the Distributor recognize that there are alternative sales channels available for the Manufacturer's products and that for various reasons certain customers prefer to deal on a direct basis with the Manufacturer.

    2. Appointment. Commencing on the date this Distributor Agreement is executed by the Manufacturer (the ''Effec-tive Date''), the Manufacturer hereby appoints and the Distributor accepts such appointment as a non-exclusive distribu-tor of the Manufacturer's products set forth in Exhibit A, attached hereto and incorporated herein, as the same may be amended from time to time by the Manufacturer (the ''Products'').

    3. Distributor's Sales. The Distributor shall sell only to the Manufacturer's authorized dealers who shall meet the qualifications set forth below. (The Manufacturer recognizes dealers in two categories: a reseller with a retail store location and a non-retail reseller.) On the Effective Date, the Manufacturer will consider all dealers identified by the Distributor as authorized, provided, that the Distributor shall use reasonable means to determine initially that each such dealer meets the qualifications set forth below. (The Manufacturer shall, by on-site inspection of the dealers' premises, determine whether such dealers in fact meet the qualifications set forth below and withdraw authorization thereof if, in the Manufacturer's opinion, any such dealer is not capable of or is not meeting the standards required of authorized dealers.) Once the Manufacturer has given written notice to the Distributor that a particular dealer has been de-authorized, the Distributor shall make no further sales to such dealer. Authorized dealers shall maintain facilities and staff and shall conduct their business in a manner which will meet the following criteria in order to maintain such au-thorization:
(a) Stocking and active demonstrations of products.

(b) Employing trained sales personnel.

(c) Maintaining technical ability to interface the Manufacturer's products to other compatible devices.

(d) Providing pre-sale and post-sale support.

(e) Providing authorized service to customers.

(f) Maintaining a retail store front, if applicable.
    The Distributor's present dealers on the Effective Date are listed in Exhibit D attached hereto and incorporated herein. Any additional proposed dealers shall be submitted in writing by the Distributor to the Manufacturer and upon written approval of the Manufacturer, the same shall become authorized dealers. Sales of the Products by the Distributor to unauthorized dealers may, at the option of the Manufacturer, be grounds for termination of this Distributor Agree-ment by the Manufacturer in accordance with the terms hereof, and the Distributor agrees that such termination shall be for cause governed by the provisions of paragraph 8 of this Agreement.

    4. Distributor Responsibilities.

    4.1. Protection of the Manufacturer. The Distributor shall act to further the best image of the Manufacturer and at no time shall the Distributor do, cause or permit to be done any act, or divulge, publish or declare any information, which is or may be detrimental to the best interests or business reputation of the Manufacturer. This provision shall sur-vive any termination of this Agreement.

    4.2. Distributor's Sales Efforts. The Distributor shall maintain an active sales program and a sales staff that sells, promotes and recommends the Manufacturer's Products as a first priority. The Distributor shall maintain an adequate and aggressive sales and service organization to market actively and sell the Products in the Territory and provide advi-sory, installation and support services for such Products as required by the Manufacturer. The Distributor shall, as part of its overall sales effort, adhere to the following:
(a) Sales Effort:

(1) Permit the Manufacturer to train the Distributor's sales personnel;

(2) Permit the Manufacturer to conduct deal seminars;

(3) Recommend the Manufacturer's Products in response to telephone inquiries;

(4) Actively solicit resellers for the Manufacturer's Products;

(5) Prominently display the Products in each of the stores identified;

(6) Coordinate with the Manufacturer's sales department on all matters relevant to maintaining efficient sales and post-sales services.

(b) Dealer's Support:

(1) Conduct in-store merchandising activities;

(2) Advise on display placement and arrangement;

(3) Provide demonstration kits and sales support;

(4) Distribute the Manufacturer's literature and technical data to the Dealers on a regular basis;

(5) Provide technical services;

(6) Stock and promote authorized supplies and accessories.
    4.3. Distributor's Purchase Orders.

    (a) Written purchase orders shall be submitted to the Manufacturer each month, on or before the tenth day thereof commencing with the first full calendar month after the Effective Date. Such purchase orders shall be subject to the Manufacturer's acceptance and must be received by the Manufacturer at least thirty days in advance of the requested delivery date. Only orders specified under shipment date will be accepted. The requested delivery date shall mean the shipment date from the Manufacturer's Plant unless otherwise specified in a purchase order.

    (b) Changes in delivery schedule must be made in writing or by telex and will be accepted without charge if re-ceived by the Manufacturer not less than eight working days prior to the scheduled delivery date. Any requests for re-scheduling not accompanied by a specific shipping date will be considered cancellation of the Products which were the subject of the original purchase order.

    (c) All purchase orders from the Distributor shall identify this Distributor Agreement and be forwarded to:
Procain LLC
Attention: Kenneth Spence
PO Box 878
Fogelsville, PA 18051
    (d) The Manufacturer will determine, in its sole discretion, the shipping origin of the Products. All prices are f.o.b. the Manufacturer's designated shipping facility. Unless otherwise agreed in writing in advance by the Manufacturer, all shipments will be made to the Distributor's offices listed in Exhibit C. The Products shall be packaged by the Manufac-turer in accordance with accepted, standard commercial practices for normal shipment considering the type of item in-volved and the normal risks encountered in shipment. Risk of loss and title to all Products shall pass to the Distributor f.o.b. Manufacturer's designated shipping facility unless otherwise specifically agreed in writing by the Manufacturer in advance.

    4.4. Literature. The Distributor will deliver to the Manufacturer for review and approval all printed material used by the Distributor which contains any reference to the Manufacturer or the Products. Such printed material shall include, without limitation, all catalogues, data sheets, advertising, price lists and brochures. Such material shall be forwarded to the Manufacturer, attention: Merchandising Department.

    4.5. Promotional Programs. The Distributor shall adhere to the Manufacturer's terms, conditions and credit and other rules as applied to various promotional programs offered from time to time, including without limitation, any co-operative advertising. Cooperative advertising shall be funded jointly by the Distributor and the Manufacturer from a fund established by the Manufacturer, which shall remain under the sole control and administration of the Manufacturer.

    4.6. Training. The Distributor shall participate in and support the Manufacturer's training seminars to insure proper training of the Distributor's and its dealers' personnel.

    4.7. Promotional Support. The Distributor shall support the Manufacturer's promotional efforts as directed by the Manufacturer, including, without limitation, incentive programs to dealers, product change advisories to dealers and provision of promotional literature to dealers.

    5. The Manufacturer's Obligation. The Manufacturer, in support of the Distributor and its efforts, shall provide or perform the following:

    5.1. Sales and Technical Assistance.

    (a) The Manufacturer shall supply the Distributor with such aids and technical support and sales assistance as the Manufacturer deems necessary to achieve designated performance standards.

    (b) The Manufacturer shall supply the Distributor with standard sales literature in reasonable quantities when or-dered by the Distributor on the Manufacturer's literature request form.

    5.2. Training. The Manufacturer shall provide training seminars for the Distributor and its personnel relating to the sales of the Products. During the term of this Agreement, the Manufacturer may hold sales seminars at mutually agree-able locations. Distributor will be responsible and shall pay for any transportation, room, lodging and other subsistence costs of its personnel while en route and in attendance.

    5.3. Advertising. The Manufacturer may offer, from time to time, a cooperative advertising plan which may vary in content, scope and definition as determined solely by the Manufacturer, in which the Distributor may be invited to par-ticipate. If invited, the Distributor agrees to abide by the published provisions thereof.

    5.4. Prices. The prices of the Products shall be established by the Manufacturer from time to time and are subject to change in the Manufacturer's sole discretion. In the event of a price increase, the Manufacturer shall notify the Distribu-tor in writing at least thirty days prior to the change. In the event of a price reduction, the Manufacturer shall apply any such reduction to all Products not yet shipped from the Manufacturer to the Distributor at the time. In addition, the Dis-tributor shall receive a retroactive price decrease for all products in its inventory which were shipped within sixty days prior to the notification of the price reduction. To qualify for the inventory credit, the Distributor must, within twenty days after receipt of the notification of the price reduction, deliver a list of all Products for which it claims credit, in-cluding the serial number and date of delivery of each unit. The Manufacturer shall have the right of access to the Dis-tributor's facility or facilities to audit any such claims for credit. Credits for inventory price decreases shall be applied to the Distributor's account. The Manufacturer may, at its option, offer special promotional pricing from time to time or defined, limited periods, which shall not be considered a price decrease.

    5.5. Patents. The Manufacturer shall defend, with full rights to settle, any suit or proceeding brought against the Distributor to the extent that it is based on a claim that Products manufactured to the Manufacturer's design and pur-chased under this Agreement constitute an infringement of an existing United States patent, if the Manufacturer is noti-fied by the Distributor promptly in writing and given complete authority, information and assistance required for the defense of such suit or proceeding, whereupon the Manufacturer shall be responsible and pay for all damages and costs awarded against the Distributor as a result thereof. In no event shall the Manufacturer be responsible for any cost, ex-pense or compromise incurred or made by the Distributor or its customers, their employees or agents without the Manu-facturer's prior written consent. In the event any of the Products sold to the Distributor hereunder are, in the Manufac-turer's judgment, likely to or do become the subject of a claim of infringement of a patent, the Manufacturer may, at its option and expense, procure for the Distributor the right to continue selling the Products, replace the same with non-infringing products of similar capability or modify the Products so they become non-infringing. If none of the foregoing alternatives is reasonably available to the Manufacturer, the Manufacturer may, insofar as it pertains to the infringing product, terminate this Agreement forthwith by written notice to the Distributor and, upon return or disposal of the Products in the Distributor's inventory in accordance with the written instructions of the Manufacturer, refund the price paid by the Distributor, less appreciation, for such Products. The Manufacturer shall have no liability for any claim of infringement arising out of the use of the Products in combination with any products not manufactured by the Manufac-turer or if such infringement arises out of Products manufactured to the design of others. The provisions of this para-graph 5.5 state the entire liability of the Manufacturer with respect to infringement of any patent upon the Products or any parts thereof, and notwithstanding any other provision of this Agreement to the contrary, the Manufacturer's liabil-ity to the Distributor hereunder shall in no event exceed the total price, plus taxes and other associated charges, received by the Manufacturer from the Distributor for each infringing Product purchased pursuant to this Agreement.

    5.6 Confidentiality. The Distributor acknowledges that in the course of performing its obligations under this Agree-ment, they and their employees, agents or consultants may be supplied with or obtain confidential and proprietary mate-rial and information concerning the Manufacturer’s business, including, without limitation, information concerning pric-ing, marketing, customers and suppliers. All such information (except for information already in the public domain or documented in the files of the non-disclosing party at the time of disclosure) shall be held in strictest confidence and may not be disclosed to any third party without the prior written consent of the Manufacturer. The Distributor will take reasonable precautions to prevent any disclosure of the Manufacturer’s confidential information. The obligations of the Distributor shall survive the termination of this Agreement. The Manufacturer and the Distributor agree that in the event of a breach of the obligations imposed by this Section, damages may not be an adequate remedy and the Manufacturer shall be entitled to injunctive relief to restrain any such breach, threatened or actual.

    5.7. No Warranty. The Manufacturer makes NO WARRANTIES, EXPRESS OR IMPLIED, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED AND EXCLUDED FROM THIS AGREEMENT. IN NO EVENT SHALL THE MANUFACTURER BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF ANY USE OF THE PRODUCTS, except to the extent the laws of particular states prohibit such limitation with respect to particular prod-ucts.

    6. Business Terms and Guidelines. Payments. The Distributor shall pay to the Manufacturer all invoices for Prod-ucts shipped within thirty days after the date of invoice. The Manufacturer may, at its option, require payment sooner or on other terms and shall provide to the Distributor periodic reports on credit status. All prices are exclusive of any sales, use, property or similar taxes, whether federal, state, local or foreign. Any such tax imposed upon the Manufacturer or required to be collected by the Manufacturer upon the sale or delivery of Products shall be promptly reimbursed by the Distributor upon demand of the Manufacturer. The Manufacturer reserves the right, without any liability to it, to with-hold, suspend or stop delivery of Products if the Distributor is delinquent in making payments hereunder, or if, in the judgment of the Manufacturer, there are reasonable grounds for insecurity in connection with the Distributor's ability to meet its obligations to the Manufacturer.

    7. Term. The term of this Agreement shall be one year commencing on the Effective Date, and shall renew auto-matically from year to year thereafter unless otherwise terminated in accordance with paragraph 8 below.

    8. Termination. This Agreement may be terminated in accordance with the provisions of this paragraph 8.

    8.1. By the Distributor. The Distributor may terminate this Agreement by giving at least thirty days written notice to the Manufacturer prior to the expiration of the term hereof, and thereafter, at any time by giving at least ninety days prior written notice to the Manufacturer. Upon such termination, the Distributor shall remain liable to the Manufacturer for all sums due and for all Products delivered to the Distributor prior to the Effective Date of termination. The Manu-facturer shall have no responsibility for repurchase of any Products or otherwise if this Agreement is so terminated by the Distributor.

    8.2. By the Manufacturer. The Manufacturer may terminate this Agreement at any time, without cause, by giving at least thirty days prior written notice to the Distributor, in which case, the Distributor shall have the option to resell to the Manufacturer, whereupon the Manufacturer shall repurchase any portion or all of the Distributor's inventory of Products delivered to the Distributor during the period commencing ninety days prior to the date the Distributor receives the Manufacturer's notice of termination. The Manufacturer shall repurchase such Products at the same price paid by the Distributor less a restocking charge of 15%. Such repurchase shall be conditioned upon return of such Products to a location designated by the Manufacturer, freight prepaid by the Distributor, in new and undamaged condition. Other-wise, upon the effective date of such termination by the Manufacturer, neither party shall have any further responsibility or liability to the other under this Agreement.

    8.3. Default. In addition to its rights under paragraph 8.2, the Manufacturer may terminate this Agreement at any time upon the occurrence of any one or more of the following events (an ''Event of Default''):

    (a) The Distributor fails to perform any of its obligations under this Agreement for a period of thirty days after the date of receipt of written notice from the Manufacturer describing the default and the remedies to be undertaken to cure, provided that the Manufacturer shall be relieved from any obligations imposed on it by this Agreement until such de-fault is cured; or

    (b) The Distributor fails to make payment of an invoice from the Manufacturer when due and such failure continues for a period of five days after written notice from the Manufacturer; provided, however, that the Manufacturer shall not be obligated to give more than two such notices of nonpayment within any twelve-month period; or

    (c) The Distributor commences a case under the Federal Bankruptcy Code or otherwise seeks the protection of any insolvency, reorganization or liquidation or the Distributor consents or otherwise acquiesces in any similar involuntary proceeding, whereupon this Agreement shall be deemed to have terminated as of the day prior to the date of com-mencement of such proceedings without further act or notice of the Manufacturer; or

    (d) The Distributor fails, to obtain within thirty days after filing, the dismissal of any involuntary petition in bank-ruptcy under the Federal Bankruptcy Code or other insolvency, reorganization or liquidation proceedings involuntarily commenced against the Distributor, or any appointment of a receiver or any trustee, conservator or custodian of the Dis-tributor or any of its assets; or

    (e) The Distributor sells or agrees to sell all or substantially all of its assets and business, or there is a change or an agreement to change control of the ownership of the Distributor, whether by sale of stock, issuance of additional shares, merger, consolidation, reincorporation or other transfer voluntarily or by operation of law; or

    (f) The Distributor admits in writing its inability to pay its debts generally as they become due or makes an assign-ment to or for the benefit of its creditors; or

    (g) The Distributor fails to give reasonable assurances to the Manufacturer within ten days after written notice from the Manufacturer specifying reasonable grounds for its insecurity, as defined in the applicable Uniform Commercial Code; then the Manufacturer may terminate this Agreement forthwith, whereupon the Manufacturer shall have no fur-ther obligation to the Distributor and the Manufacturer shall thereby reserve all rights and remedies it may have against the Distributor.

    9. Miscellaneous.

    9.1. Independent Contractor. This Agreement does not, and shall not be construed to, create an employer-employee relationship, agency, joint venture or partnership between the Manufacturer and the Distributor. Neither the Distributor nor the Manufacturer shall have any authority to act for or to bind the other in any way, to alter any of the terms or con-ditions of any standard forms of invoices, purchase orders, warranties or otherwise, or to warrant or to execute agree-ments on behalf of the other or to represent that the other is in any way responsible for the acts, debts, liabilities or omissions of the other. The Distributor shall be an independent contractor only.

    9.2. Force Majeure. Neither the Manufacturer nor the Distributor shall be liable to the other for any failure to per-form any obligations under this Agreement due to causes which are beyond their reasonable control and of a nature which neither has the authority or power to remedy, including without limitation, acts of God, acts of the other party, acts of civil or military authority including governmental priorities, strikes or other labor disturbances, fires, floods, epidemics, wars and riots, delays in transportation or unavailability of materials or supplies from ordinary sources. In the event of such an occurrence, the party claiming relief thereon shall give prompt written notice thereof to the other party and any time for performance of an obligation shall be extended by time equal to the length of any delay attribut-able to such occurrence.

    9.3. Waiver. The failure of either party to insist upon strict performance of any of the terms of this Agreement, or the waiver by either party of any breach of any term of this Agreement, shall not prevent any subsequent strict enforce-ment of such terms nor be deemed a waiver of any subsequent breach, whether similar in nature or not.

    9.4. Limitation of Liability. In no event shall the Manufacturer be liable to the Distributor for any loss of profits, in-direct, special or consequential damages arising out of any breach of its obligations under this Agreement.

    9.5. Notices. All notices, requests, demands and other communications under this Agreement (collectively a ''no-tice'') shall be in writing and shall be deemed to have been duly given if delivered by hand against written receipt or if mailed by United States certified or registered mail, return receipt requested, postage pre-paid. A notice shall be effec-tive upon receipt.

    9.6. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania without regard to its principles of conflicts of law.

    9.7. No Assignment. The Distributor shall not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the Manufacturer, which consent may be arbitrarily withheld. To the extent assign-able, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

    9.8. Captions. The captions and paragraph headings in this Agreement are included for convenience of reference only and shall not affect or be considered in the interpretation or construction of any provision of this Agreement.

    9.9. Counterparts. This Agreement may be executed in counterparts, each of which will constitute an original and taken together shall constitute one and the same instrument.

    9.10. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter herein and supersedes all other prior and contemporaneous agreements, understandings, representations and warranties, whether oral or written, except that neither party shall be relieved from making payment of any amounts due and owing under any agreement entered into prior to the date hereof. This Agreement may not be amended, modified or altered or any of its provisions waived except in writing and signed by the authorized officer of the party against whom enforcement is sought, and any oral amendment, modification or alteration or waiver shall be void and of no effect, and under no circumstances may the provisions of this Paragraph 9.10 be changed orally or by conduct of the parties. This Agreement shall be construed without reference to any custom or usage of trade.



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