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Distributorship Division Chair-E-Yacht Dealership Agreement

THIS AGREEMENT, made by and between Gardner Industries, Inc. (hereinafter called "Distributor") and CENTER FOR INDEPENDENT LIVING INC. 2539 TELEGRAPH AVE Berkeley, Calif 94704 (hereinafter called "Dealer")

WITNESSETH THAT: In consideration of the promises herein contained, it is agreed that:

1 TERRITORY: Company grants to Dealer, under the terms and conditions hereof, the exclusive right to sell new Chair-E-Yacht, Inc. Vehicles and parts and accessories therefor (hereinafter called "Chair-E-Yacht Products") in the following described territory: California Counties of, Santa Clor. Santa Cruz, Alameda, Contra Costa, San Francisco, Napa, Lake, Sonoma.

Dealer shall devote his major promotion, advertising, selling, and service efforts to the above-noted territory, it being understood that Distributor is entitled to rely on Dealer to provide adequate sales coverage and service in said territory.

2 ORDERS: SHIPMENTS: Company will not ship any Chair-E-Yacht Products to Dealer except upon receipt from Dealer of Firm orders. Any other provision of this Agreement notwithstanding, each order of Dealer is subject to acceptance by Company and Company may for any reason reject any order or portion thereof. The filling of any accepted order shall be subject, as to the whole or any part, to delay or inability of Company to perform caused by strikes, labor disputes, fires, floods, accidents to machinery, material shortages or regulations, defense activities, military or naval needs, or any cause beyond the control of Company, it being the intention that no liability shall be sustained by Company by reason of its not filling any order or portion thereof affected by such occurrences, even though it may have accepted the same.

Title to Chair-E-Yacht Products shall pass to Dealer upon delivery to common or contract carrier at Shoshoni, Wyoming, or at the location of the warehouse, as the case may be, for shipment to Dealer and after such delivery, all risk including the risks of loss, destruction, damage, or delay in transit shall be borne by Dealer. Notwithstanding such passage of title, Company shall have all security and other rights permitted by law, including,


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without limitation, the rights of resale, rescission, and stoppage in transit, and Company reserves the right to possession of each such product, notwithstanding delivery to such carrier, until payment in full of the purchase price thereof. Title to Chair-E-Yacht Products shall pass to Dealer at Dealer's place of business when delivered by Company in vehicles operated directly by it or under its immediate control and direction. Company reserves the right to select both routing and carrier on all shipments.

3 TERMS: As from time to time established by Distributor.

4 PRICE TO DEALER: Distributor will publish suggested selling prices and net purchase prices for all Products covered by this Agreement. Dealer's discount will be: _____

Dealer agrees to pay all transportation charges.

Dealer shall pay, or reimburse Company, without discount, for any and all taxes or charges imposed by Federal, State, Municipal or other governmental authority upon any sale or order covered by this Agreement, upon the products involved in any such sale or order or the purchase price payable therefor, or upon any documents, collections, etc., growing out of any such sale or order.

5 SALES EFFORTS: Dealer will maintain at his place or places of business an adequate display and stock of new current Chair-E-Yacht Products. Dealer will keep a complete detailed record of each Chair-E-Yacht Product sold by him, showing the sale date of each, serial number, and name and address of the purchaser. This record is to be made available to Company on request.

Dealer will provide and maintain adequate identification of his place of business as a Chair-E-Yacht Dealer by signs or other means and will cooperate with Company in advertising of all forms and in sales plans.

Since the key to the sale of these vehicles is through product demonstration, Dealer will at all times have a vehicle available for demonstration to prospective customers. Dealer will arrange for suitable demonstration area on or near his business premises.

Distributor will furnish Dealer adequate quantities of folders and certain display materials on its Chair-E-Yacht Products without charge, and will furnish other sales helps as from time to time are available, on an equitable bases, and will advise and assist Dealer in sales and service methods.

It shall be Distributor's responsibility to see that all Dealer's in his area provide service for any Chair-E-Yacht Products sold by him. In the event that Dealer is unable or unwilling to provide such service, Distributor will arrange for service to the customer and charge Dealer's account accordingly.

6 DEALER RESPONSIBILITY: Dealer agrees to carefully check all Chair-E-Yacht Products and to give detailed instructions on the operation thereof before allowing anyone to use/or ride them or before delivery to any purchaser, and not to permit any Chair-E-Yacht Product to be used/or ridden, delivered, or demonstrated which is not in sound mechanical condition. Dealer relieves Company of all responsibility for all demonstrations or showings to users and/or purchasers and for any damages resulting from accidents arising therefrom.


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7 ORDERS AND INQUIRIES: Company will refer to Dealer, inquiries and orders for Chair-E-Yacht Products received from the territory of Dealer.

8 RETURNED GOODS: No Products shall be returned to Company by Dealer without definite written instructions by Company in each case. Any goods returned in any other manner shall be at the risk of Dealer and subject to disposal by Company. All goods returned must be sent transportation prepaid., except for goods unfit for sale due to ;the actions or omissions of the company in their manufacture or preparation for shipment.

9 USE OF NAME: Dealer shall not use the name Chair-E-Yacht or any other trademark of Company, as a whole or as a part of the title of his business, except upon the written approval of Company. Dealer is hereby granted the right to use the title "Authorized Chair-E-Yacht Dealer". Dealer agrees that immediately upon the termination of this Agreement, he will discontinue the use of any name or title permitted herein or approved in writing by Company as aforesaid, and that he will promptly remove from his premises all signs containing any such name or title, and will promptly discontinue all advertising and other publicity which tends to indicate that he is an authorized Chair-E-Yacht Dealer.

10 CHANGES: Company has the right to change the construction, specifications, prices, discounts or terms of sale of Chair-E-Yacht Products without notice and without obligation upon Company as to such Chair-E-Yacht Products already shipped to Dealers or Distributors or on order by Dealer or Distributors.

11 ASSIGNMENT TERMINATION: Neither party shall assign this Agreement without the written consent of the other. In the event either party becomes insolvent, is adjudged bankrupt, files or has filed against it any petition under any Federal bankruptcy law or State law relating to insolvency, has a receiver appointed for its business or property, makes an assignment for the benefit of creditors, violates any provision of this Agreement including failure to pay promptly for merchandise, or attempts to assign this Agreement without the written consent of the other party, then, and each such event, the said other party shall have the right, at its option, to terminate this Agreement immediately by written notice, such termination to be effective as of the occurrence of the event giving rise to the option to terminate.

The Company reserves the right to terminate this agreement if an annual sales quota of _____ number of Chair-E-Yacht Products is not maintained during the term of this contract.

The term of this Agreement shall be for the period of one year from and after the effective date and shall be automatically renewed from year to year thereafter until terminated as above provided.

Upon the effective date of the termination of this Agreement, Company shall have the right, but not the obligation, to repurchase from Dealer any portion or all of the new current Chair-E-Yacht Products then owned by


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Dealer, at a price equal to Dealer's cost thereof. Dealer agrees that on said date, he will furnish upon request to Company a complete list of all Chair-E-Yacht Products, and Company shall have a period of ten (10) days after receipt thereof within which to exercise its right of purchase, said right shall be deemed exercised by a letter or other written communication to Dealer, upon receipt of which Dealer shall, at Dealer's own expense, promptly and carefully pack and ship all of the Chair-E-Yacht Products requested by Company with enarges prepaid to whatever distination and [**] by whatever freight routing Company shall designate, and Dealer shall receive payment therefor following receipt and verification thereof by Company.

12 EFFECTIVE DATE: This Agreement when accepted by Company shall be effect from the date such acceptance by Company or from _____, whichever is the later date. This Agreement shall not be operative until it is signed by an authorized Officer of Company at Shoshoni, Wyoming. It is expressly understood that this instrument embodies the entire agreement of the parties and that no other understanding, agreement or guarantee shall apply hereto unless in writing and expressly made a part hereof.

13 NOT AN AGENT: Dealer is not an agent of Company, and will not represent himself as such.

14 The failure of either party to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time performance of any of the provisions thereof, shall in no way be construed to be a waiver of such provisions thereof in any way affect the validity of this Agreement or any part thereof, or the right of such party to thereafter enforce each and every provision of this Agreement.

15 If any part of this Agreement shall be invalid, it shall be deemed separable, and the remainder shall continue to be in full force notwithstanding.

16 CERTIFICATE OF RESALE: (Applies only where Dealer is located in a state haveing sales and/or use tax.) Dealer hereby certifies that he holds a seller's permit (license) No. _____ SRCH21-658896 pursuant to the _____ (state) sales and use tax law and that all products and other material purchased from Company in accordance with this Agreement will be resold, leased or rented by him, provided, however, that in the event such property is used for any purpose other than retention, demonstration or display while holding it for sale, lease, or rental in the regular course of business, it is understood that Dealer shall report and pay any sales and/or use tax applicable thereto. Dealer will inform Company of any change in above-listed seller's permit (license) number.


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IN WITNESS WHEREOF, Dealer has executed this Agreement on the _____ day of _____, 19 _____.

_____

Firm Name

By _____

_____

Title

Accepted and executed by Gardner Industries, Inc., Albany, Oregon this _____ day of _____ 19 _____.

GARDNER INDUSTRIES, INC.

By _____

_____

Title


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Guaranty

FOR VALUE RECEIVED from _____ (hereinafter designated as Seller) and as inducement to Seller to sell and deliver goods, wares, and merchandise to _____ of the city of _____ and state of signed _____ of the city of _____ and state of _____ (hereinafter designated as Guarantor) hereby guarantee(s) prompt and punctual payment to Seller of any account now owing from Purchaser and for all goods, wares, and merchandise hereafter sold and delivered by Seller to said Purchaser. The records of Seller shall be conclusive with respect to the amounts, times, and places of delivery of any and all merchandise, and the balance due and owing to Seller by said Purchaser.

The Guarantor hereby waives notice of acceptance of this guaranty and of default in payment by the Purchaser and consents that Seller may, without notice to him, enter into an agreement with the Purchaser concerning the time and manner of payment of this account as it may deem advisable. In addition to the amount above mentioned the Guarantor hereby agrees to pay to Seller all costs and expenses, including reasonable attorneys fees, which it may incur in attempting to collect from the Purchaser or in the enforcement of this guaranty.

As Guarantor it is understood that this obligation hereby incurred includes my heirs, assigns, and successors, executors and administrators.

This guaranty shall also cover and be applicable to any subsidiary of or company affiliated with Seller and/or its or their successors or assigns.

This contract of guaranty shall remain in force until revoked by the Guarantor by giving 10 days written notice by registered mail addressed to Seller at _____ city of _____ state of _____.

In witness whereof the Guarantor has hereunto set his hand at _____ this _____ day of _____, 19 _____.

Witness_____ _____

Address_____ _____


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THIS AGREEMENT, Made by Earl Jacobson and The Center For Independent Living Inc. (CIL)

WITNESSETH THAT: In consideration of the promises herein contained, it is agreed that:

  1. Earl Jacobson will be sales manager of all Chair-E-Yacht products sold through CIL.
  2. Commission: A commission of 10% of the retail price excluding sales tax and transportation charges of all Chair-E-Yacht products except the trailers which will be 5% and a negotiable percentage on all new Chair-E-Yacht products sold through the CIL will be paid to Earl Jacobson.
  3. The commission will be paid when the product(s) have been delivered to the purchaser and paid for in full. This said commission will be paid by the end of the month in which such delivery and payment of goods have occured.
  4. Sales Efforts: Sales manager will use his best efforts to obtain a dealership in the Los Angeles area on behalf of Cil and shall hire sales persons for the purpose of operating this dealership. Commission for sales from the Los Angeles dealership shall be such amount set forth in paragraph 2 and shall be payable at such time as set forth in paragraph 3. This will also be applicable in other territories which CIL has a Chair-E-Yacht dealership. The sales manager shall be entitled to a share of the commissions earned by such sales persons and shall direct CIL with respect to each sales person as to the percentage of commissions earned to be paid to himself. Such split shall be subject to the mutual agreement of the parties, hereto provided that no sales person shall receive more than 7% of the commission on all Chair-E-Yacht products other than the trailers and new Chair-E-Yacht products.
  5. Orders and Inquiries: Sales persons will refer to the sales manager all orders for Chair-E-Yacht products and the sales manager will order from distributor these products.
  6. Effective date: This agreement when accepted by both parties will become effective _____.
  7. The term of this agreement shall be for the duration of the employment of Earl Jacobson at CIL.
  8. All decisions concerning the sales of Chair-E-Yacht products shall be made by Earl Jacobson, Phil Draper and/or Ed Roberts in accordance with the resolution of the board of directors attached hereto.
  9. This contract contemplates securing the personal services of Earl Jacobson and shall not be negotiable without the written consent of CIL.

IN WITNESS WHEREOF, The CIL has excuted this agreement on the _____ day of_____ 19_____.

The Center For Independent Living Inc.
by_____

ATTEST_____
Secretary

Accepted and executed by Earl Jacobson this _____ day of_____ 19_____.

by_____ title_____