Independent Sales Representative Agreement

1.01

Independent Contractor. Representative (hereafter R) and Subrepresentative, (hereafter SR) shall be non-exclusive Independent Contractors of the Company and expressly acknowledge and understand that he/she will not be an employee of the Company. R and SR shall be independent of the Companyís control and shall not in any manner bind or represent that he/she is authorized to bind the Company either by his/her acts or his/her words, either directly or indirectly. R and SR are not required to perform any services hereunder. However, to the extent services are performed hereunder, R and SR shall be bound by the terms of this Agreement. R and SR shall not represent himself/herself to be an employee of the Company. R and SR acknowledge that he/she is solely and exclusively responsible for his/her costs, expenses, insurance and payroll and other taxes incurred in performing the Services.

2.01

Sales. Rís services shall consist of locating prospective purchasers of the Product of the company, consisting of the NoPuff Pipe (the Product) or registering SRís who in turn locate prospective purchasers of the Product. All representations made regarding the Product shall be consistent with and limited to the Companyís marketing materials

4.01

Commissions. The Company agrees to pay the commissions set out on Exhibit B attached hereto on all sales of the Product covered by this Agreement made by R and SR. Except as otherwise indicated on Exhibit B, all commissions payable shall be based on the net after deducting discounts, freight charges, allowances, credits, taxes, if any, and other like charges, and shall be payable only out of cash received. All commissions will be paid directly to Rís and SRís per the information provided on the Exhibit B form that must be filled out. No commission shall be paid for orders canceled. An order shall be deemed accepted by Company only if such acceptance is evidenced by the Company shipping the order and being paid by the purchaser. Rís and SRís shall be paid commissions within thirty (30) days after payment has been made to the Company.

6.01

Term. The term (ďTermĒ) of this Agreement shall be at will and Rís and SRís shall be entitled to receive compensation to the date of termination after which they shall be entitled to no further compensation.

9.02

Amendment. Except as otherwise provided herein, this Agreement and the Exhibits hereto may not be amended, altered or modified except by written authorization executed by all signatories hereto. This Agreement and the Exhibits hereto contain the entire understanding of the parties hereto and supersedes all prior agreements with respect to the subject of this Agreement.