Agent Distribution Agreement (Liquid Products)

SIHI Pumps, Inc. 303 Industrial Dr., P.O. Box 460, Grand Island, NY, 14072 Phone: (716) 773-6450 Fax: (716) 773-2330

AGENT DISTRIBUTION AGREEMENT (LIQUID PRODUCTS)

THIS AGENT DISTRIBUTION AGREEMENT IS MADE BETWEEN SIHI PUMPS, INC., 303 INDUSTRIAL DR., GRAND ISLAND, NY, 14072 (SUPPLIER), AND ALEDCO, INC., 1810 E. RACE ST., ALLENTOWN, PA, 18109 (AGENT). WHEREAS THE SUPPLIER WISHES TO MARKET PRODUCTS DESCRIBED IN SCHEDULE A (THE PRODUCTS) THROUGH THE AGENT FOR THE MARKETS DESCRIBED IN SCHEDULE B (THE MARKETS). FOR THE PURPOSES OF THIS AGREEMENT, AN AGENT IS DEFINED AS EITHER A DISTRIBUTOR OR A REPRESENTATIVE. SCHEDULE A (THE PRODUCTS) INDICATES THE APPROPRIATE DISTRIBUTION CATEGORY (DISTRIBUTOR - BUY & RESELL BASIS OR REPRESENTATIVE - COMMISSION BASIS) FOR EACH PRODUCT AND APPLICABLE MARKET. IT IS AGREED AS FOLLOWS:

1.0 AGENT ACTING AS A DISTRIBUTOR (BUY & RESELL BASIS): 1.1 DISTRIBUTION RIGHTS: 1.1.1 The Agent shall use its best efforts to develop a market for, and sell the Products as described in Schedule A. At the time of order placement, the Agent shall provide the name, address and SIC Code of each Customer (and other information relating to the Customer reasonably requested by Supplier) to which products were sold. 1.1.2 The Supplier hereby appoints the Agent to sell the Products as described in Schedule A, within the Primary Area described in Schedule D. 1.1.3 The Agent shall have full responsibility for all of its sales, billing its customers and collecting its accounts. 1.1.4 The Agent will remit to the Supplier pursuant to this Agreement without regard to its collections from its customers. 1.1.5 The Agent may describe itself as an authorized Distributor of the Supplier, but shall not characterize itself, or enter into any transaction in the name of the Supplier. 1.1.6 Unless otherwise agreed by the supplier in writing, all projects involving a Consulting Engineering Firm will be handled as a Representative (commission basis).

1.2 PRODUCT PRICES: 1.2.1 The Supplier shall sell its Products to the Agent at a price determined by applying the applicable discount rate as specified in the current Distributor Discount Schedule to the price specified in the retail price list. Discounts for some products are published in the product price list. Prices and discounts may be amended by the Supplier from time to time. 1.2.2 For Products not listed in the retail price list, Supplier shall (at Agent’s request) advise Agent of the recommended list price and discount. 1.2.3 The Agent shall pay the Supplier for the Products subject to the terms and conditions listed in Schedule G. 1.2.4 The terms and conditions set forth in Schedule G shall be applicable to all orders placed by the Agent hereunder.

1.3 SECURITY: 1.3.1 The Agent hereby grants to the Supplier a purchase money security interest in any and all Products provided to the Agent by the Supplier and authorizes Supplier as Agent to sign and record any documents necessary to perfect that security interest.

1.4 INSURANCE:

Dist. Agree Liquid Rev. 3, 7-2008 USA PAGE 1 OF 14 SIHI Pumps, Inc. 303 Industrial Dr., P.O. Box 460, Grand Island, NY, 14072 Phone: (716) 773-6450 Fax: (716) 773-2330

AGENT DISTRIBUTION AGREEMENT (LIQUID PRODUCTS) 1.4.1 Agent agrees to maintain liability insurance, including product liability, with minimum limits of $1,000,000 per person and $2,000,000 per occurrence for bodily injury or death and $500,000 per occurrence for property damage. 1.4.2 Agent shall furnish Supplier with a certificate of insurance showing this coverage, naming Supplier as an additional insured.

2.0 AGENT ACTING AS A REPRESENTATIVE (COMMISSION BASIS): 2.1 DISTRIBUTION RIGHTS: 2.1.1 The Agent shall use its best efforts to develop a market for, and sell the Products as described in Schedule A. 2.1.2 The Supplier hereby appoints the Agent to sell the Products, as described in Schedule A, within the Primary Area described in Schedule D. 2.1.3 The Supplier shall have full responsibility for all of its sales, billing its customers and collecting its accounts. 2.1.4 The Supplier will remit commission to the Agent pursuant to this Agreement upon collection from its customers. Commission shall be computed on the net amount of the Supplier’s invoice to the Purchaser, after deducting all sales taxes, trade discounts, rebates, returns, allowances, insurance, transportation charges, attorney and legal fees, as well as costs of collection. 2.1.5 The Agent may describe itself as an authorized Representative of the Supplier, but shall not characterize itself, or enter into any transaction in the name of the Supplier.

2.2 PRODUCT PRICES: 2.2.1 The Agent shall sell the Supplier’s Products at a price determined by the retail price list, as amended by the Supplier from time to time. The Agent Commission shall be determined from the Published Representative Commission Schedule or published price list. 2.2.2 For Products not listed in the retail price list, Supplier shall (at Agent’s request) advise Agent of the recommended list price and commission 2.2.3 The Agent commission for products sold above or below the Supplier’s recommended list price shall be adjusted in accordance with the Published Representative Commission Schedule. 2.2.4 In the event of retention or withholding of payment from the Purchaser, commission payments to Agent(s) shall be proportionately reduced based on the percentage of payment received. Notwithstanding, at the sole discretion of the Supplier, commission payment to the Agent may be withheld - in whole or in part - pending receipt of payment in full from the Purchaser. 2.2.5 The Agent shall sell the Products subject to the terms and conditions listed in Schedule G.

2.3 COMMISSION SPLITS: 2.3.1 Commission splits with respect to Agent commissions on Custom Packages and other Supplier products sold on a Representative basis (i.e., Supplier takes the billing and pays the Representative a commission) shall be paid in accordance with Schedule E. Notwithstanding any other provision of this Agreement, the Supplier’s determination of a commission split, after its consideration of the factors set forth in Schedule E, shall be final and binding on the Agent.

3.0 GLOBAL AND DIRECT ACCOUNTS: 3.1 Schedule C lists Global and Direct Accounts and determines if the account shall be managed as a direct Supplier account on a representative basis.

AGENT DISTRIBUTION AGREEMENT (LIQUID PRODUCTS) 3.2 In addition to the global and direct accounts set forth on Schedule C, the Supplier reserves the right to sell to the United States government; national buyers, engineering contractors, public utility companies and their contractors; political divisions or their contractors engaged in construction of public works; original equipment manufacturers, packagers and/or house accounts in the Primary Area described in Schedule D.

4.0 ADVERTISING AND INFORMATIONAL MATERIALS: 4.1 The Supplier shall furnish the Agent with reasonable quantities of catalogues, retail price lists, Distributor discount and Representative commission schedules, all of which are subject to change by the Supplier from time to time.

5.0 CONFIDENTIALITY: 5.1 The Agent shall comply with the Policy in Schedule F.

6.0 NO COMPETING PRODUCTS: 6.1 Unless otherwise agreed by the supplier in writing, the Agent shall not sell, or in any way assist anyone else to sell, any products that compete with the Products of the Supplier.

7.0 WEB PAGES / TERMS OF USE / TERMS OF TRADE: 7.1 The Supplier is actively moving towards the use of Internet based on-line transactions to support Agents and to transact business. 7.2 As new functionality is released to increase the scope of on-line services supplied, the Supplier will encourage its Agents to convert to these new services as their preferred way of doing business 7.3 Terms of Use and Terms of Trade for the Suppliers web based initiatives will be contained online and Supplier will reserve the right to modify, amend or replace such Terms of Use and Terms of Trade from time to time in Supplier’s sole discretion. The Web Store Terms of Use and Terms of Trade are in addition of this agreement.

8.0 SALES GOALS: 8.1 The Agent agrees to accept annual sales goals for its territory and will review the results with Supplier on a quarterly basis.

9.0 AFTER SALES SUPPORT 9.1 Each Agent is expected to provide post sales support to customers within their primary area including, but not limited to, start-up assistance for Suppliers product shipped into their primary area.

10.0 TERM OF AGREEMENT: 10.1 This Agreement shall commence on the date on which this Agreement is signed and dated by both parties and shall continue for an original term of one year, unless terminated earlier by either party. This Agreement shall automatically be renewed for successive one year terms unless either party provides a 30 day written notice of their intention not to renew the agreement.

11.0 TERMINATION OF AGREEMENT: 11.1 This agreement may be terminated by either party with 30 days written notice.

AGENT DISTRIBUTION AGREEMENT (LIQUID PRODUCTS) 11.2 Should the Supplier terminate this agreement, the Supplier will purchase the inventory provided the Supplier determines the products are unused, in excellent condition and have not become obsolete. Should the Agent terminate the agreement, it is the Supplier’s option to purchase the inventory. 11.3 Should an Agent acquire a competitive line of equipment, the Supplier may terminate this Agreement immediately. 11.4 On termination of this agreement, the Agent shall immediately cease to describe itself as an authorized Agent of the Supplier. All advertising and informational materials must be returned to the Supplier immediately upon termination.

12.0 OEM BUSINESS 12.1 Unless otherwise agreed in writing, all OEM Business will be handled on a Representative basis.

EACH OF THE ATTACHED SCHEDULES A THROUGH G IS HEREBY INCORPORATED INTO THIS AGREEMENT AND IS AN INTEGRAL PART HEREOF.

THIS IS THE ENTIRE AGREEMENT BETWEEN THE TWO PARTIES RELATING TO THIS SUBJECT MATTER AND IT CANNOT BE AMENDED EXCEPT IN WRITING BY BOTH PARTIES.

THIS AGREEMENT MUST BE SIGNED AND RETURNED 30 DAYS FROM NOTICE OF WEBSITE POSTING.

Agent: SUPPLIER:

Name Vince Manganiello Name Michael J. Pastore The individual checking this box and accepting this The individual checking this box and accepting this Agreement on behalf of the Agent acknowledges that Agreement on behalf of the Supplier acknowledges that he/she is duly authorized to enter into this Agreement on he/she is duly authorized to enter into this Agreement on behalf of the Agent. behalf of the Supplier. Signature Vince Manganiello Signature By checking this box (signer) acknowledges that the By checking this box (signer) acknowledges that the above signature expresses (signer's) approval or above signature expresses (signer's) approval or authorization of this agreement in its entirety, and (signer's) authorization of this agreement in its entirety, and (signer's) intention that it have legal effect. intention that it have legal effect. Title President Title Vice President, Sales and Marketing Company: ALEDco, Inc. Company SIHI Pumps, Inc. Date: 1/18/09 Date

SCHEDULE A (THE PRODUCTS)

Liquid Products & Markets Markets Type of (Refer to Schedule B) Product Description Distribution 1 2 3 4 5 6 7 Side Channel Pumps AOH, AKH, AEH & CEH Series E E E E E E E Distributor Thermal Fluid & Hot Water Pumps Z Series E E E E E E E Distributor Multi-Stage Diffuser Type Centrifugal MSL & MSM Series E E E E E E E Distributor Service & Repair (Note 1) NE NE NE NE NE NE NE Representative Draft Tube Sludge Mixers MFS Series NA NA NA NA NA NA NA Direct Other ______

Refrigeration Pump Market

Low NPSH Side Channel Pumps CEH Series NE NE NE NE NE NE NE Distributor Other ______

Note 1 All service & repair are handled on a Representative (commission) basis

CODES E Exclusive NE Non Exclusive NA Not Applicable

SCHEDULE B (THE MARKETS)

Market Definitions

Market 1 - Agriculture Pumps and packages for farming and general agricultural use. Including, but not limited to: fruits, vegetables, grains, livestock, eggs, poultry and milk production. Also, forestry and timber farming; fish hatcheries and fish farming. Pumps and Packages used for farm water supply; irrigation, including golf courses and turf farms.

Market 2 - General Industrial Pumps and packages for production facilities and manufacturing buildings. Including, but not limited to: mining, coal and ore production, primary metals, lumber, wood products, and paper converting (envelopes, cartons, napkins, etc.), rubber and plastic products, air reduction products, manufacturing, castings, forging, machining and fabricating. Excludes office buildings and systems installed primarily for the comfort of people.

Market 3 - Process Pumps and packages for production facilities and manufacturing buildings. Including: petroleum production and refining; gas production; petrochemical and chemical process plants; food and allied products; pharmaceuticals; consulting engineers and construction companies. Excludes paper and allied products. Excludes office buildings and systems installed primarily for the comfort of people.

Market 4 - Pulp and Paper Pumps and packages for the paper and allied products process. Including: consulting engineers and construction companies.

Market 5 - Electronics Pumps and packages used in semiconductor and related devices production facilities and manufacturing buildings. Including, but not limited to: chip production, central process vacuum, water treatment and clean room. Also, consulting engineers and construction companies.

Market 6 - Power Includes pumps and packages for federal, state, county or city government; and publicly or privately owned plants generating electric power for distribution to subscribers. Includes power production plant buildings; consulting engineers and construction companies. Excludes office buildings and systems installed primarily for the comfort of people.

Market 7 - Municipal Includes pumps and packages for federal, provincial or municipal government; and publicly or privately owned facilities for processing water for distribution; processing water for pre-use treatment or desalinization; processing water for pollution control, including secondary and tertiary treatment. Includes water treatment or pumping plant buildings. Excludes office buildings and systems installed primarily for the comfort of people.

SCHEDULE C (GLOBAL AND DIRECT ACCOUNTS)

Global Supply Agreements

All business, with the following Companies, their subsidiaries and affiliates in the Americas, shall be conducted on a Representative (commission) basis for ALL SIHI products, standard, custom, parts, service and repairs. BASF Group Companies Clariant Corp. Bayer CIBA

The Dow Chemical Company - All Dow Chemical Company accounts including all Dow North American and South American locations, and any company, corporation, subsidiary, partnership, limited liability company, association, trust, organization or other enterprise in which the Dow Chemical Company directly or indirectly through one or more intermediaries, has an ownership interest of at least twenty percent (20%) (as a result of ownership of stock or other voting securities, contractual relationship) are considered an “Affiliate”. Dow Affiliate Accounts are also considered a Dow Chemical Account and handled on a Representative basis. Any purchases by third parties performing work for Dow, provided the purchases are made directly from the Supplier. and the Supplier has been notified by Dow prior to the time of purchase will be handled on a Representative (commission) basis. Due to the special Agreement prices, all quotations to be prepared and issued by the factory with commissions modified on a project by project basis.

Union Carbide - Dow Chemical Company and Union Carbide have merged; therefore all Union Carbide locations are handled the same as a Dow Chemical Account.

Direct Accounts

SCHEDULE D (THE PRIMARY AREA)

Applicable Geographical Areas

PRIMARY AREA

Pennsylvania East of and including the counties of Tioga, Lycoming, Union, Snyder, Juniata, Franklin and Fulton (excluding the counties of Chester, Delaware and Philadelphia).

T e r r . 3 0 P E N N S Y L V A N I A

S u s q u e h a n n a W a y n e B r a d f o r d L a c k a w a n n a T i o g a W y o m i n g P i k e

M c K e a n P o t t e r E r i e S u l l i v a n W a r r e n L u z e r n e M o n r o e L y c o m i n g C a m e r o n C o l u m b i a C r a w f o r d F o r e s t E l k C l i n t o n C a r b o n M o n t o u r N o r t h a m p t o n U n i o n V e n a n g o L e h i g h N o r t h u m b e r l a n d J e f f e r s o n M e r c e r C l a r i o n C e n t r e S c h u y l k i l l C l e a r f i e l d S n y d e r B u c k s M i f f l i n B e r k s J u n i a t a M o n t g o m e r y L a w r e n c e L e b a n o n D a u p h i n A r m s t r o n g P h i l a d e l p h i a B u t l e r P e r r y I n d i a n a C h e s t e r B l a ir L a n c a s t e r D e l a w a r e B e a v e r C a m b r i a H u n t i n g d o n C u m b e r l a n d Y o r k A l l e g h e n y W e s t m o r e l a n d A d a m s F r a n k l i n B e d f o r d F u l t o n

W a s h i n g t o n S o m e r s e t F a y e t t e

G r e e n e

S u s q u e h a n n a W a y n e B r a d f o r d L a c k a w a n n a T i o g a W y o m i n g P i k e

M c K e a n P o t t e r E r i e S u l l i v a n W a r r e n L u z e r n e M o n r o e L y c o m i n g C a m e r o n C o l u m b i a C r a w f o r d F o r e s t E l k C l i n t o n C a r b o n M o n t o u r N o r t h a m p t o n U n i o n V e n a n g o L e h i g h N o r t h u m b e r l a n d J e f f e r s o n M e r c e r C l a r i o n C e n t r e S c h u y l k i l l C l e a r f i e l d S n y d e r B u c k s M i f f l i n B e r k s J u n i a t a M o n t g o m e r y L a w r e n c e L e b a n o n D a u p h i n A r m s t r o n g P h i l a d e l p h i a B u t l e r P e r r y I n d i a n a C h e s t e r B l a i r L a n c a s t e r D e l a w a r e B e a v e r C a m b r i a H u n t i n g d o n C u m b e r l a n d Y o r k A l l e g h e n y W e s t m o r e l a n d A d a m s F r a n k l i n B e d f o r d F u l t o n

W a s h i n g t o n S o m e r s e t F a y e t t e T e r r . 3 3 G r e e n e P E N N S Y L V A N I A

AGENT DISTRIBUTION AGREEMENT (LIQUID PRODUCTS) SCHEDULE E (REPRESENTATIVE COMMISSION SPLIT POLICY)

1. Purpose 1.1. To establish guidelines for determining an Agent commission split and/or resolving commission disputes on multiple location projects.

2. Scope 2.1. The Agent Distribution Agreement, Schedule A (THE PRODUCTS), identifies products sold on a Representative basis (commission), Distributor basis (buy and resell) or Direct Account basis. 2.2. This split policy applies only to Representative commissions paid on Custom Packages and other Supplier products sold on a Representative basis (i.e., Supplier. takes the billing and pays the Agent a commission). 2.3. Supplier products sold on a Distributor basis (buy and resell) involving multiple locations are not covered by this policy; however, Supplier expects full cooperation and a consolidated effort from Agent’s working on all projects requiring support in multiple locations. 2.4. Multiple location OEM sales are not covered by this policy.

3. Responsibility 3.1. The Systems or Application Engineer shall notify the appropriate Regional Manager(s), and Agents when a multiple location inquiry is received at the factory. 3.2. Upon receipt of a multiple location inquiry at a local Supplier Regional Office, the Regional Manager shall forward it to an Application Engineer and notify the affected Regional Manager(s) and Agent(s). 3.3. Any Supplier employee or Agent discovering the need to include an additional location is responsible for notifying the affected Regional Manager(s) and Agent(s). 3.4. The assigned Application Engineer is responsible for providing copies of the proposal to affected Regional Manager(s) and Agents. In addition, the proposal transmittal letter to the Agents shall reference the estimated total commission and inform the Agent of the possibility of a commission split. The Application Engineer shall determine the proposed commission split percentages using factors set forth in paragraph 5 below and shall notify the Agent(s) in writing on the proposed commission split percentages. 3.5. In case of a disputed commission split, the Regional Manager(s) shall be responsible determining the appropriate commission split between Agents based on documentation of added value provided by the Agent(s) and the factors set forth below in paragraph 5. 3.6. Agents shall provide documentation justifying the requested commission splits to the Regional Manager(s). 3.7. In the event that any Agent(s) disagrees with the determination of the Regional Manager(s) of the commission split, such Agent(s) shall provide notification thereof to the Regional Manager(s) within 30 days of such Agent’s receipt of the determination. If the Regional Manager(s) are unable to resolve the commission split dispute, all documentation justifying the split shall be submitted to the Supplier’s National Sales Manager for a final decision. 3.8. The Agent commission split shall also be the basis for the booking credit splits between Regional Managers.

4. Commission Split Categories & Percentages (as applied pursuant to paragraph 5 below) 4.1. Purchase Order Credit 5% 4.2. Procurement Activity Credit 30% 4.3. Engineering Credit 50% 4.4. Destination Credit 15% 4.5. The total commission paid to the Agents shall not exceed 100% of the available commission

5. Category Definitions

AGENT DISTRIBUTION AGREEMENT (LIQUID PRODUCTS) 5.1. Purchase Order Credit (Total Split Percentage - 5%) 5.1.1. Awarded to the location corresponding to the address on the Purchase Order. No further credit split is permitted. 5.2. Procurement Activity Credit (Total Split Percentage – (30%) 5.2.1. Awarded based on the location where the procurement activity takes place. 5.2.1.1. Supportable evidence of active participation in the non-technical procurement process qualifies an Agent for Procurement Activity Credit. Typically, the Procurement Activity Credit (30%) is not split; however, extenuating circumstances may be considered. Only equal splits shall be permitted ( i.e., two Agents involved -15% each). 5.2.1.2. Routine sales calls at a Corporate Headquarters will not be considered for procurement activity split without documentation showing appropriate evidence of significant value added to the specific project. 5.2.1.3. Procurement activities are defined as, but not limited to the inquiry submittal, proposal development, active participation in the proposal submittal, proposal follow-ups, contribution to the negotiation process, addition of the Supplier name to the Approved Vendor List for the specific project, supplying competitive product information, providing client preferences, etc. 5.3. Engineering Credit (Total Split Percentage – 50%) 5.3.1. Awarded to the location(s) where the engineering activity takes place. 5.3.1.1. Agents, demonstrating a visible contribution to the project engineering activity, qualify for part or all of the available Engineering Credit. Only equal splits in the Engineering Credit shall be permitted (i.e. Two Agents involved – 25% each; three Agents involved 16.7% each). 5.3.1.2. Routine Corporate Headquarters activity does not qualify for an engineering activity split without documentation showing activity related to the specific project. 5.3.1.3. Engineering Activities are defined as but not limited to influencing the development of the project specification, attending technical meeting(s) with or on the behalf of Supplier, obtaining the Engineer’s acceptance & approval of our equipment, submitting drawings, obtaining engineering drawing approval, submitting IOM manuals, etc. 5.4. Destination Credit (Total Split Percentage – 15%) 5.4.1. Awarded to the location where the equipment will be installed. 5.4.1.1. Destination credit rewards the Agent for their local involvement during the inquiry stage, equipment commissioning, collecting over due debts and encourages local after market service. 5.4.1.2. Destination commission for Agent OEM sales shall be withheld on order entry, unless final destination (end user name & location) is provided. If this information is supplied, appropriate destination credit will be assigned to the applicable Agent. Agents have up to 1 year to file claim for destination credit for OEM equipment shipped into their primary area. This policy is not applicable to Supplier products sold on a Direct or Distributor basis. 5.4.1.3. Destination credit on export projects shall be retained by the Supplier. The Supplier shall contact the local Supplier Company to provide the local destination services.

6. Commission Split Claims 6.1. Regional Manager(s) and Agent(s) shall submit a request for a commission splits in writing complete with supporting documentation, if necessary, within 30 days of receipt of the customers purchase order. 6.2. The Application Engineer shall confirm commission splits in writing to Regional Manager(s) and Agent(s) within 7 days of their claim.

SCHEDULE F (CONFIDENTIALITY AGREEMENT)

The Agent, during the term of this Agreement, will have access to and become familiar with various trade secrets, including, without limitation: quotations, specification drawings, pricing, computer programs, formulas, secret inventions, processes,

AGENT DISTRIBUTION AGREEMENT (LIQUID PRODUCTS) compilations of information, machines, records and specifications, and any and all other information designated as confidential or secret which are owned by Supplier

The Agent shall not disclose any of the aforesaid trade secrets and confidential information, directly or indirectly to any person, firm or corporation, or other entity, incorporated or otherwise, either during the term of this Agreement or at any time thereafter. The Agent for the benefit of Supplier shall hold all rights to such trade secrets and confidential information in trust.

Further, during the term of this Agreement or at any time thereafter, the Agent shall not, either directly or indirectly, make known to any person, firm or corporation, or other entity, incorporated or otherwise, the name and addresses of any of the customers of Supplier any other information pertaining to them.

All files, records, computer diskettes, CD-ROMs or tapes, program access keys, cartridges, documents, drawings, specifications, equipment and similar items relating to the business of Supplier, whether prepared by the Agent or otherwise coming into its possession, shall remain the exclusive property of Supplier. Such files, records, computer diskettes or tapes, program access keys, cartridges, documents, drawings, specifications, equipment and similar items shall not be copied or otherwise reproduced by the Agent without the written permission of Supplier.

All permitted copies shall contain, on reproduction by the Agent, the same Supplier proprietary and confidential notices and legends which appear on such files, records, computer diskettes, CD-ROMs or tapes, program access keys, cartridges, documents, drawings, specifications, equipment and similar items. Any such files, records, computer diskettes or tapes, program access keys, cartridges, documents, drawings, specifications, equipment and similar items and any and all copies of such material which have been furnished to the Agent, shall be returned by the Agent to Supplier upon the earlier of the request of Supplier or the expiration of this agreement.

The Agent acknowledges that any breach of the provisions of this Confidentiality Agreement will likely result in irreparable injury and damage to Supplier that may not be adequately compensable in money damages, that Supplier will have no adequate remedy at law for such breach, and that Supplier, in addition to any other remedies that it may have, is entitled to such equitable relief as may be necessary to protect it against any such breach without the necessity of proving actual damages. Agent hereby waives any requirement that Supplier post any bond or security in connection with seeking or obtaining such equitable relief.

Agents obligations under this Confidentiality Agreement shall survive any termination of the Agent Distribution Agreement and Agent’s business relationship with supplier and will bind Agent, its successors and assigns.

Agent will pay all reasonable costs and expenses incurred by Supplier in enforcing this Agreement, including, without limitation, reasonable attorneys’ fee and expenses, and will indemnify and hold Supplier harmless from and against all damages incurred by Supplier as a result of a breach of this Agreement by Agent.

SCHEDULE G (TERMS AND CONDITIONS)

For purposes of this Schedule G, “Seller” shall mean Supplier and “Buyer” shall mean “Agent”, as such term is defined in the Agent Distribution Agreement.

TERMS OF SALE The sale by SIHI Pumps, Inc. (the “Seller”) and the purchase by any purchaser (the “Buyer”) of any products (the “Products”) of the Seller shall be subject to and expressly limited by the terms and conditions contained herein. No changes to, waiver of, or addition to any of these terms and conditions shall be effective unless agreed to in writing and signed by the Seller. The Buyer acknowledges and agrees that these terms and conditions supersede the terms and conditions of any purchase order or other documentation used by the Buyer or delivered by the Buyer to the Seller and any conflicting or additional terms are void and have no effect. The Seller reserves the right at any time to amend these terms and conditions, and the Buyer shall be deemed to accept such amended terms and conditions with respect to orders after the date of such amendment. Additional special terms and conditions of the Seller may be applicable with respect to certain products.

WARRANTIES The Seller warrants to the original purchaser that the Products manufactured by the Seller shall be free from defects in material and workmanship under normal use and service for a period of one year from date of installation or eighteen months from date of shipment from Seller, whichever comes first. All warranties for Product shall expire on the earlier of one (1) year from the date of installation or eighteen months from date of shipment from the Seller. The Seller’s warranty hereunder shall not apply if: (i) the Product is not used in accordance with its instructions or if it is used for a purpose not intended by the Seller, (ii) any repairs, alterations, or other work has been performed by the Seller or others on such Product, other than work performed with the Seller’s written authorization and according to its approved procedures, (iii) the alleged defect is a result of abuse, misuse, improper maintenance, accident or the negligence of any party other than the Seller, or (iv) the Buyer or all other party other than Buyer has disassembled or modified the Product. The warranty set forth herein is conditioned upon proper installation, use and maintenance of the Product in accordance with applicable written recommendations of the Seller. The warranty furnished hereunder does not extend to damage to items purchased hereunder resulting in whole or in part from the use of components, accessories, parts or supplies not furnished by the Seller. Seller makes no warranty with respect to goods or parts manufactured by others, and those goods or parts carry only the warranty of their manufacturer. In the event of any breach of the warranty, the Seller’s sole obligation shall be to repair or replace, at the Seller’s option, any component or item the Seller determines to be defective on inspection by an authorized representative of the Seller. No returns shall be made unless approved by the Seller in writing in advance. If repaired in the Seller’s facility or at the Seller’s designated repair shop, incoming and outgoing freight charges shall be at the expense of the Buyer. If not repaired, such parts will be replaced FCA Seller's plant or other points of shipment and will be installed at Buyer's expense.

OTHER WARRANTEES OTHER THAN FOR THE EXPRESS WARRANTY DESCRIBED ABOVE, THE SELLER MAKES NO OTHER WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING HEREIN OR OTHERWISE TO THE CONTRARY, THE SELLER’S SOLE LIABILITY ON ANY CLAIM , WHETHER TORT, CONTRACT OR WARRANTY, SHALL BE LIMITED TO REIMBURSEMENT OF THE ACTUAL COST OF ANY DEFECTIVE PRODUCT AND IN NO EVENT SHALL THE SELLER BE LIABLE FOR INDEMNIFICATION OF THE BUYER OR ANY THIRD PARTY ON ACCOUNT OF ANY CLAIM ASSERTED AGAINST THE BUYER OR ANY THIRD PARTY OR FOR ANY OTHER FURTHER DAMAGES WHATSOEVER, WHETHER DIRECT OR INDIRECT.

NO CONSEQUENTIAL DAMAGES NOTWITHSTANDING ANYTHING HEREIN OR ELSEWHERE TO THE CONTRARY, IN NO EVENT SHALL THE SELLER BE LIABLE TO THE BUYER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR GOODWILL INDEMNITY, EVEN IF THE SELLER HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

INDEMNIFICATION - SAFE OPERATION Buyer shall comply and require its employees to comply with directions set forth in manuals or instruction sheets furnished by Seller and shall use and cause its employees to use with reasonable care, all safety devices and guards in the operation and maintenance of the goods. Buyer shall not remove or permit anyone to remove any safety guards, devices,

AGENT DISTRIBUTION AGREEMENT (LIQUID PRODUCTS) warning signs or labels. Buyer shall immediately give Seller written notice, which notice shall in no event be more than 48 hours after BUYER IS NOTIFIED OR BECOMES AWARE OF any personal injury or property damage arising out of the use of the goods and co-operate with Seller in investigation of any such accident or malfunction that caused such personal injury or property damage. If Buyer fails to strictly observe each and every obligation set forth above, Seller’s warranties shall be voided, and Buyer shall defend, indemnify and hold Seller harmless against any and all liabilities, expenses, including attorneys fees and costs and other disbursements incurred by Seller in defending against any claims and causes of action relating to injury, death, property damage or destruction, or otherwise, arising from, connected with or related to or alleged to arise from, be connected with or related to the operations, activities and use of the goods furnished hereunder.

VALIDITY OF PROPOSALS Any prices quoted by the Seller are firm for 30 days from the date quoted, unless modified or revoked by the Seller

TERMS OF PAYMENT Payment Terms are Net 30 days from date of invoice unless otherwise stated. 1.33% per month interest (16% per annum) will be charged on all overdue accounts. The Buyer shall be liable for, and shall reimburse the Seller for, all costs and expenses the Seller may incur in connection with collection of any amounts owed to the Seller or enforcement of its rights, including without limitation, reasonable attorneys’ fees and expenses, court costs, and cost of collection agencies.

MINIMUM BILLING Minimum billing of each customer order will be $100.00

TAXES Any sales, use, excise, property and other taxes, and any customs or duties applicable to this transaction and the goods and/or services furnished hereunder are not included in the purchase price of such goods and/or services and shall be paid by Buyer when due. If Seller pays such taxes, customs or duties, Buyer shall reimburse Seller therefore promptly upon demand.

PRICE ADJUSTMENT - ESCALATION If the specific shipping date for the goods is more than 180 days after the date of acceptance of this offer, Seller has the right to increase the price for increases in cost of labor, materials or items purchased by Seller and applicable to the goods, provided such increase in price shall not exceed by 5% the price quoted herein.

PRICE AND LEAD TIME ADJUSTMENT – CUSTOMER CHANGES Prices and lead times may be adjusted in the event of changes made to equipment after release for fabrication. They may include but not limited to drawings, materials, labor and other incidental charges. Changes made in “For Approval” orders are also subject to price and lead time adjustments. They may include but not limited to drawings, materials, labor and other incidental charges.

DELIVERY - DELAYS/FORCE MAJEURE - RISK OF LOSS a. Unless otherwise specified herein, deliveries shall be FCA Seller’s plant and risk or loss shall pass from Seller to the Buyer upon delivery to the carrier. b. Quoted shipping dates are approximate. The Buyer acknowledges that any delivery date accepted by the Seller shall be deemed to be an estimated delivery date only, and the Seller shall have no liability whatsoever to the Buyer or to any other person or entity in the event deliveries are not made on or before the estimated delivery date.

c. Seller shall not be liable for loss or damage because of failure to perform or delays resulting from acts of God, strikes, lockouts, riots, acts of war, acts of terrorism, epidemics, government regulations superimposed after the fact, fire, commercial impracticability, any labor dispute[s], damage to Seller's facilities, or failure of any of Seller's suppliers or subcontractors to meet scheduled deliveries or any other cause beyond Seller's reasonable control.

AGENT DISTRIBUTION AGREEMENT (LIQUID PRODUCTS) d. If shipment is delayed at Buyer's request, the cost of interruption of production as well as equipment storage and associated risk shall be born by the Buyer. Seller may bill Buyer for the full price of equipment and costs associated with interruption as well as storage, and Buyer shall pay the same within 30 days of the date of any invoice.

CHANGES - CANCELLATION a. Seller reserves the right to change or cancel this Order because of any circumstances requiring allocation for production or delivery, or because such change or cancellation is deemed by it necessary to comply with laws, ordinances, regulations, directives or administrative actions. b. If Seller agrees in writing in advance, buyer may cancel this Order by giving Seller written notices subject to the following conditions: (i) With respect to standard catalog goods ordinarily stocked by Seller, Buyer shall pay a minimum cancellation of 25% of the purchase price. (ii) With respect to other goods, Buyer shall pay Seller on the basis of mutually agreed upon expenditures, commitments, liabilities, other costs and overhead expenses incurred with respect to such uncompleted goods, all as determined in accordance with good accounting practice by Seller's certified public accountants.

REJECTION Within 24 hours of receipt Buyer must either accept or reject the goods. To reject goods Buyer must so notify Seller in writing within 48 hours after Buyer’s receipt of goods.

REPAIRS AND USE OF EQUIPMENT Buyer shall use, operate and maintain the goods furnished hereunder in accordance with instructions supplied by Seller, if any. Seller shall not be responsible for work done, unauthorized disassembly, materials furnished or repairs made by others, unless Seller agrees thereto in writing. Seller reserves the right to repair or replace or supervise any necessary repair work incident to placing the goods in proper condition.

ASSURANCES/SECURITY Seller may at any time decline to make any shipment or delivery or to perform any work except upon receipt of payment or upon terms and conditions or security satisfactory to Seller.

GOVERNING LAW AND JURISDICTION These terms and conditions, and any question, dispute or other matter related to or arising thereto, will be governed by the laws of the State of New York, without regard to conflict of law principles. The Buyer and the Seller agree that any action brought by either party under or in relation to these terms and conditions, including to interpret or enforce any provision of hereof, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of the state and federal courts located in Erie County, the State of New York. The Buyer hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient forum.

ACCEPTANCE Customer’s acceptance of any goods supplied by SIHI or on SIHI’s behalf shall without limitation constitute acceptance of all terms and conditions as stated above

Dist. Agree Liquid Rev. 3, 7-2008 USA PAGE 14 OF 14