Distribution Agreement

BioGREEieselGuys is the creator and provider of a packaged biodiesel distribution system with the name of QUENCH! Slime Biodiesel, or QUENCH! Biodiesel. Franchisee intends to implement this system in co-operation with BioGREEieselGuys In order to clarify and maintain the good relationship between these two corporations, this Distribution Agreement is developed by both parties.  BioGREEieselGuys and Franchisee hereby agree:

1.                  BioGREEieselGuys agrees to designate Franchisee as an agent for management and operation of the QUENCH! Biodiesel distribution system.

2.                  Franchisee will purchase supplies for the QUENCH! Biodiesel distribution system from BioGREEieselGuys, consisting of yellow plastic jugs, laminated labels, informational signs, advertising signs, informational handouts, bumper stickers, pour spout extensions, and display stands. Prices for these items will be negotiated between these two parties. No minimum or maximum quantities for these items are implied by this Agreement. Franchisee will not purchase these materials from any other vendor without prior agreement with BioGREEieselGuys, unless BioGREEieselGuys is unable to supply these materials.

3.                  Franchisee may purchase biodiesel fuel from any source available, including BioGREEieselGuys If the biodiesel purchased is from a vendor other than BioGREEieselGuys, suitable records of that fact shall be kept and the public so informed upon request. The certified laboratory testing of each batch of biodiesel received and made available for sale under the QUENCH! Biodiesel brand name will be made available to BioGREEieselGuys upon request. No biodiesel that does not meet the requirements of ASTM D-6751 will be placed into QUENCH! Biodiesel containers or sold under that brand name.

4.                  Franchisee and BioGREEieselGuys shall each be individually responsible for all applicable state and federal taxes on the products they sell.

5.                  Franchisee and BioGREEieselGuys shall each be individually responsible for all acts and omissions, as applicable, including state and federal law compliance and local code compliance. Franchisee and BioGREEieselGuys shall indemnify and hold each other harmless for any problems or issues that may arise during the course of their individual operations.

6.                  Franchisee will put its name, address, and toll-free telephone number on the label of every package of QUENCH! Biodiesel they sell. This information shall also appear on all handouts to customers and the public. Franchisee shall also maintain a website that promotes their product and provides an easy link to website maintained by BioGREEieselGuys at www.DoctorBioDiesel.com. The name, address, telephone number, contact name and email address of each retail location for QUENCH! Biodiesel will be forwarded to BioGREEieselGuys within 3 days after establishment for inclusion under the www.DoctorBioDiesel.com website.

7.                  Franchisee will maintain the QUENCH! Biodiesel distribution system to the highest standards of product cleanliness, customer responsiveness, accurate information, and commitment to the best business practices. Franchisee shall strive to directly answer the inquiries of its customers and the public.

8.                   Franchisee will honor scrip issued by BioGREEieselGuys, as BioGREEieselGuys will honor scrip issued by Franchisee, or scrip not otherwise identified as to the issuer. Scrip will be traded between these two companies. If a balancing number of scrip is not available to offset each other’s scrip, cash payments equal to the wholesale value of the quantity of biodiesel represented by the scrip will be paid on a timely basis upon request by the other company.

9.                  This agreement to take effect as of the latest date of the signatures below, and to run for a term of five years. This agreement may be amended or extended upon agreement in writing by both parties.

Agreed to:

For BioGREEieselGuys: Date:

For Franchisee: Date: