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DRAFT REPRESENTATION AGREEMENT

This Agreement is made as of January 18, 2011 by and between ETEC, LLC (“Manufacturer”), a corporation having its primary office at 6635 NE 59th Place, Portland, Oregon 97218, and ???? Corporation (“Representative”), having its primary office at ??????, to be administered as follows:

1. APPOINTMENT AND ACCEPTANCE. Manufacturer appoints Representative as anindependent representative to promote the sale of and solicit orders for Manufacturer’s products and services for the specific projects as defined in paragraph 2 herein, and Representative accepts the appointment and agrees to promote the sale of and solicit orders for Manufacturer’s products and services as defined by this Agreement.

2. PROJECTS. Representative will receive commissions on anyspecific project/clients that the Representative introduces to the Manufacturer. No territory will be given to the Representative, and this agreement is based on specific projects the Representative introduces to the Manufacturer. Specific conditions apply to any British Petroleum clients/projects won by Representative in other Representative territories, as defined in Section 6 of thisAgreement.

Representative shall conduct a minimum of 2 marketing trips per year that supports the Manufacturers products and services. Each marketing trip shall be set up to provide an opportunity for Manufacturer’s personnel to accompany Representative and make sales presentations to as many prospective clients as possible.


3. PRODUCTS AND SERVICES. The products of Manufacturer covered by thisAgreement are: All the standard and custom products of Manufacturer as of the date of this Agreement and any new standard or custom products developed or added during the lifetime of this Agreement.

4. COMMISSION. Manufacturer shall pay Representative a commission for services performed as described within this agreement. The commission structure shall be based on the “invoice price” ofManufacturer’s products shipped to a Representative’s project on all customer orders transmitted to Manufacturer by Representative. “Invoice price” shall mean the total price at which an order is invoiced to the customer including any increase or decrease in the total amount of the order, but excluding shipping, labor and expenses of the Manufacturer, laboratory fees, and insurance costs, sales, use, orexcise taxes, tariffs, duties and export fees.

Specifically, when the Representative sells products or equipment, the Representative’s commission will be as follows:

➢ For Petroleum Hydrocarbon Biological Products (as defined as PetroZymeTM, PetroBacTM, PetroSolvTM, and CBNTM): The Representative’s standard petroleum hydrocarbon biological product commission percentage will be 15% ofthe invoice price.

➢ For Rental Equipment: The Representative‘s standard rental equipment commission percentage will be 15% of the invoice price.

➢ For Equipment Sales: The Representative‘s standard equipment sales commission percentage will be 10% of the invoice price.

➢ For Chlorinated Solvent Biological Products (as defined as CarbStrateTM, and NutriChlorTM): TheRepresentative’s standard chlorinated solvent biological product commission percentage will be 15% of the invoice price.



5. COMPUTATION AND PAYMENT OF COMMISSION. Representative’s commission is earned when an order is accepted by Manufacturer. “Order” shall mean any agreement to purchase Manufacturer’s products which calls for shipment to Representative’s project or which is subject to a splitcommission as defined below and includes but is not limited to all follow-on orders and to all portions of any blanket order or requirements order regardless of when such portions are released or required. Commissions are due and payable on or before the 15th of the month immediately following the month in which Manufacturer receives payment from customer.

At the time of payment of commissions to...