TYENT AUSTRALASIA

DEALER AGREEMENT

The Dealer agreement (the “Agreement”) is effective [upon Accept date]

Between: [Tyent Australasia Pty Ltd.] (The “Distributor”), ABN 55 148 976050 of

[P. O. Box 34, Moorebank NSW 1875] And the “Dealer”

And the completing of all details on the Tyent’s website Dealer page.

1. Appointment:

   Introduction: The Distributor has the exclusive rights to sell certain products as by thereafter defined on the last page “Products”

   1. Appointment

      The Distributor appoints Dealer and reseller accepts appointment as an independent non-exclusive Dealer to market, sell company products.

   2. Products Covered

      Company product means the products agreed to between the parties from time to time with any exclusions, additions or discounts company may take.

   3. Sub-Dealer

      Dealer shall not without company’s prior written approval appoint sub-Dealer, resellers or agents to market, sell company products provided that the company shall not withhold such consent unreasonably if Dealer provides evidence of company approved training and certification of such Sub-Dealer. Dealer shall be liable for the acts and omissions of any such Sub-Dealer. Should Dealer resell products to any Sub-Dealer and the products are further resold the final end user may not receive the benefit of any warranty or technical support. Dealer can only sell Tyent Australasia Products Merely in Australia or take the risk of losing the cover of warranty.

2. Ordering and delivering of company products:

   1. Purchasing

      This agreement with its terms and conditions and those provided under the company consumer products limited warranty (available upon request) apply to all purchase orders and other documents of purchase “orders” which Dealer may place with company for the products during the term of this agreement.

   2. Media for orders

      Dealer may order from the company by telephone, facsimile, mail or electronic mail. Company will also provide Dealer with the capacity to enter orders directly into company’s system.

   3. Orders

      Company shall not be obligated to accept any order from Dealer in an amount less than [2 products of Water Ionizer Machines initially].

   4. Products

      Company reserves the right to change design/discontinue any products at any time without notice to Dealer. Upon termination within the agreement all products must be returned to the company.

   5. Shipping

      Dealer is responsible for payment of all shipping and handling fees for delivery of products

3. Prices and Payments

   1. Dealer’s purchase price

      Prices for company products purchased here under shall be agreed to from time to time. Dealer shall pay all taxes and government imposts arising from Dealer’s activities as a company Dealer.

   2. Price changes

      Company may at any time change company product pricing or the Dealer’s purchase price with immediate notice, but any order accepted by company before a price change takes effectshall be invoiced at the previous price

   3. Invoice and payment terms

      The initial purchase will be invoiced as of the order and shall be paid the full price before leaving the warehouse.

   4. Returned Merchandise:

      Company will accept returns for defective products in accordance with the applicable company consumer limited warranties which are available upon request [i.e. due to manufacturing fault]. Please note all products will be checked prior to leaving the premises and care will be taken to ensure they will leave the premises at 100% of their original shape/free of damage

   5. Termination:

      This agreement can be terminated at any time upon one party gives 14 days written notice or by an email to the other party with the intention to terminate.

      1. Termination and Effect Termination

         1. Upon termination of this agreement company may terminate any or all unfilled orders.
         2. Upon termination Dealer shall immediately stop all marketing promotion, advertising or reference to company products and shall have no further rights to use companies marketing, promotion or advertising materials or other resources.
         3. Termination will discharge and Release Company from all obligations and liability under this agreement except as it expressly accepts for unfulfilled orders. The sole fact of this agreement termination shall not make either party liable to the other for any compensation, reimbursement, losses or damages whatsoever though Dealer shall remain obligated to pay all outstanding balances on its company product purchases.

   6. Business standards product service provision

      1. Conflicts of interest

         Dealer confirms that it has revealed all information pertaining to possible conflicts of interest created by sale of competing products or services or arising from other positions or contracts held by Dealer and represent that no conflict of interest exists. Dealer shall disclose to company any future circumstances which would create possible conflicts of interests as soon as they become known by reseller.

      2. Authorised service provider program

         Dealer is approved by company as an authorized service provider for company products Dealer shall at all times during the period of such designation adhere to the standard terms conditions, rules, and policies of the company authorized service provider program as may be issued by company from time to time and shall be solely responsible for all its acts and omissions in the course of acting as an authorized service provider for company products.

   7. TGA regulations for Selling Products and The Company Policy with its “Independent Dealer, Affiliates or Referrers” shall at all time.

      1. Adhere firmly to TGA on selling the products policy of 'Truth in Advertising', taking care to make no false or misleading representation of the Company, its product, services, business practices or personnel.
      2. Adhere firmly to a policy of 'Non-Coercive marketing', taking care to represent the Company and its products in a fair and friendly manner and avoiding any sales or marketing techniques that infringe upon the emotional, psychological or physical boundaries of any individual or group. No independent Dealer or affiliate of the Company shall act in such a way as to provoke feelings of fear, shame or guilt or in any way limit the perception of choice, in any individual or group regarding Company products, services or business activities. All independent Dealers of the Company shall act in such a manner as to increase the perception of trust, support, personal choice, self-worth and possibility for all customers, affiliates and personnel. Affiliates and Dealers of the Company shall only present Company products and services in terms of their possible benefits to the consumer and make no unfounded claims or medical claims as to those benefits. Specifically, the following sales techniques and strategies shall not be used by any Referrer, Affiliate or Dealer of this Company.

         a) "Buy now or miss out." b) "Buy our product or you will suffer some form of harm, or illness." c)"Buy our product or you will be depriving yourself or those you care for of some benefit, or bring harm upon yourself or those you care for." d)Any other sales strategy or approach that could be categorized as 'negative motivation' or 'fear motivation'.

      1. Adhere firmly to a policy of 'fair competition', making no unfounded claims about the products, business practices or personnel, affiliates and referrers of other companies or their products. The Company, its Referrers, Affiliates and Dealers may compare the relative benefits of their products to others only when there is sufficient empirical evidence to justify such comparison, but will at all times avoid disparaging representations of other products or companies.
      2. When presenting Company services or business activities, present themselves clearly as a Dealer under the name, logo and trademarks of Tyent Australia
      3. At all times respect the legal, property and personal rights of all customers, Affiliates, Referrers, Dealers and officers of the Company and all peoples, animals and property encountered whilst acting as an Affiliate, Referrer, Dealer or officer of the Company.
      4. Adhere firmly to all local, state and federal laws, and all policies and agreements contained in this document.
      5. The reseller may obtain all appropriate product and marketing information from the Company website in order to market the products.

   8. No Waiver:

      Any failure of either party to enforce at any time or for any period of time any provision of this agreement shall not constitute a waiver of such provision or in any way affect the validity of this agreement.

   9. Jurisdiction

      All party shall submit to the jurisdiction court of New South Wales

   10. Products:

       • UCE-11 EXTREME
       • ACE-11 EXTREME
       • NMP-11 EXTREME
       • UCE-9000 TURBO
       • NMP-9000 TURBO
       • UCE Replacement Filters
       • NMP-Ultra Filters
       • ACE-Ultra Filters
       • MMP-Ultra Filters
       • MMP-Standard Filters
       • H2 Cap Plus

Complete Agreement:

This agreement with its exhibits contains the party’s entire agreement andsupersedes all previous communicator’s representations or agreements,oral or written, regarding its subject matter

All exhibits attached hereto are incorporated herein by this reference andcompany has no right to amend in writing of those exhibits in its solediscretion.