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Distribution Agreement

This AGREEMENT is made and entered into as of the August 25, 2015 by and between cMAX-2000, Inc.
doing business under Trade mark Truelok' ;, having its principal place of business at 4295 E. Jurupa ST# 114, Ontario, CA 91671, United States of America (hereinafter referred to as "Manufacturer") , and Technology Consultancy And Project Management Services (TCAPS) having its principal place of business at: Suite# 1, Ground
Floor, Ross Residencia, Canal Bank, lahore, Pakistan (hereinafter referred to as "Distributor").

Witness:
In consideration of the covenants and conditions contained herein, the parties mutually agree as follows :
1. Products . Manufacturer hereby authorizes Distributor to solicit orders for the sale of all the Manufacturer's currently
existing products (hereinafter referred to as "Products") during the term of this Agreement:
All the products offered under "Truelok brand.
2. Territory. Manufacturer appoints Distributor as its authorized Distributor of its Products on exclusive basis for two
years , in the following described territory (hereinafter referred to as the ''Territory"):
Pakistan
3. Relationship of the Parties. Distributor shall be considered an independent contractor and agrees to pay all of its
incurred expenses in connection with the solicitation, sale and service of Products including but not limited to travel,
lodging, entertainment and commissions paid to secondary Sales Outlets. Manufacturer's relationship with Distributor
shall not be construed to be that of employer and employee, partnership , joint venture or agency of any kind .
Manufacturer shall not be liable for Distributor's expenses. Distributor shall have no right to enter into any contracts or
commitments in the name of or on behalf of Manufacturer other than the warranty specifically stated in the
Manufacturer's quotation, literature, Owner's Manual or mutually agreed upon in writing.
a. Sales Promotion. Distributor shall exercise its best efforts to promote, solicit orders and sell the Products to the
maximum number of customers in the Territory. Manufacturer will exercise its best efforts to identify, refer and furnish
inquiries, and sales leads to the exclusive Distributor in the agreed upon Territory.
4. Prices . Manufacturer's pricing for generally marketed products shall be established by the List, however,
manufacturer reserves the right to revise prices without notice. Manufacturer will sell products to Distributor at FOB
Factory prices reflected by the current price list, less Distributor commission per schedule provided below:
Face Seal/ Weld Fittings: 35% off the Jist price

Tube Fittings: 35% off the list price

Instrumentation Valve: 30% off the Jist price

UHP Diaphragm Valve : 30% off the list price

Welded Bodies: 20% off the list price

(No additional discount, such as quantity discount or stocking discount is applicable)
5. Payment Terms. Payment terms shall be Wire Transfer against Pro forma Invoice. Remittance shall be payable in
US dollars. Distributor shall not offset any amount payable to Manufacturer hereunder by any counterclaim , set-off,
adjustment or other right that Distributor might have against Manufacturer or any other party.

cMAX-2000, Inc.
4295 E. Jurupa ST # 114 Ontario, CA 91761 USA
Tel : (909-605 -9000) Fax : (909-605-9002)

URL: http://www .truelok .us

E-mail : info@truelok. us

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6. Product Sample. Manufacturer will provide samples for customers free of cost up to $200 value, per year.
7. Inventory Level. Distributor is expected to keep a reasonable stock of commonly used components as inventory.
8. Trademarks , Trade Names and Publicity. Distributor may use Manufacturer's trademarks and trade names on an
non-exclusive basis only for the term of this Agreement and solely for advertising purposes in connection with selling
the Products in accordance with this Agreement. Distributor shall use the Trademarks in compliance with US federal,
state and foreign regulations .
9. Indemnification. Distributor and Manufacturer shall indemnify, protect, and save each other and their related parties
harmless from all claims, demands, suits, or actions including related attorney's fees which may be alleged against
one party for any kind of damage or injury to property or persons and incidental and consequential damages which
may be sustained by any third party occurring out of or incident to the conduct of the other party under this
Agreement, including but without limitation, any independent representations.

10. Term and Termination. This Agreement shall expire two (2) years from the date of execution. Unless it is
terminated earlier pursuant to this section, this Agreement shall automatically renew upon the date two (2) years after
the date of execution of this Agreement.
This Agreement may be terminated immediately in the event Distributor becomes insolvent or files an application in
bankruptcy or if Distributor makes a general assignment for the benefit of creditors.
Either party to this Agreement may terminate this Agreement at any time without cause upon giving the other party at
least thirty (30) days prior written notice of such termination. The parties also agree the terminating party shall not be
liable for damages or injuries suffered by the other party as a result of that termination.
Termination of this Agreement shall not affect the obligation of Distributor or Manufacturer to pay to the other party all
amounts owing or to become owing as a result of Products sold or loaned on or before the date of such termination.

11. Modification. No modification or change may be made in this Agreement except by written instrument duly signed
by Distributor and by a duly authorized representative of Manufacturer.
12. Assignment. This Agreement may not be assigned, delegated, sublicensed, or transferred , whether by operation
of law or otherwise , by either party without the written consent of the other party. This Agreement shall be binding
upon and shall be applicable to the benefit of the permitted successors and assigns of Manufacturer and Distributor.

13. Notice. All notices given under this Agreement shall be in writing and shall be addressed to the parties at their
respective addresses set forth herein.
14. Waiver. None of the conditions or provisions of this Agreement shall be held to have been waived by any act or
knowledge on the part of either party, except by an instrument in writing signed by a duly authorized officer or
representative of the parties.
15. Validity. Manufacturer warrants that this Agreement is lawful and may be performed in accordance with its terms
under the laws of the United States of America at the time of execution of this Agreement. Distributor warrants that
this Agreement is lawful and may be performed in accordance with its terms under the laws of the country or
countries comprising Sales Distributor's territory at the time of execution of this Agreement. The parties agree to
notify one another of any changes in the respective laws that will impact the validity of all or any part of this
Agreement.
16. Construction of Agreement. This Agreement which is in English shall be interpreted in accordance with the
commonly understood meaning of the words and phrases hereof in the United States of America , and performance of
the parties hereto shall be construed and governed according to the laws of the State of California, United States of
America .

cMAX-2000, Inc.
4295 E. Jurupa ST # 114 Ontario, CA 91761 USA
Tel: (909-605-9000) Fa x: (909-605-9002)

URL: http://www.tn.tetJl-td1~
E-mail: info@truelok. us

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Each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through, or
under such other party in order to enforce the instituting party's rights hereunder through reformation of contract,
specific performance , injunction, or similar equitable relief.
17. Disclosure. The parties agree that the approval of this Agreement may be required by some or all of the
purchasers of Manufacturer's Products, and that the disclosure of this Agreement may be appropriate even though
such approval is not required. Either party may, therefore, disclose all or any part of this Agreement to third parties in
its own discretion.

18. Limited Warranty. Manufacturer warrants that the goods sold to Distributor hereunder are free from defects of
material and of construction for twelve (12) months from date of shipment to Distributor This warranty does not cover
defects caused by wear, accident, misuse, misapplication, or neglect.
Except for the warranties specifically set forth in Manufacturer's Specifications and Owner's Manual. Manufacturer
makes no express warranties or warranty of merchantability with respect to the material sold hereunder.
Furthermore, Manufacturer makes no warranty that the Products sold hereunder are fit for any particular purpose.
The foregoing is in lieu of any other express or implied warranty. Manufacturer's liability arising out of the
manufacture, sale or supplying of the Products shall not exceed the actual purchase price paid for the Products. In no
event shall Manufacturer be liable to any party for incidental or consequential damages.

19. Parties to Agreement. The parties to this Agreement are Distributor and Manufacturer, and no other persons or
entities.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first
written above.
Distributor:

Manufacturer:

By:
Mr. Abdus Sattar
CEO
Technology Consultancy & Project Management Services

By:
Mr. Najam Uzman
Manager Customer Service
cMAX-2000, Inc.

Date: _______________________

Date: 08/25/15

cMAX-2000, Inc.
4295 E. Jurupa ST # 114 Onta r io, CA 91761 USA
T el: (909 -6 0 5-90 0 0) Fa x : (9 09-605 -9002)

URL: http :// w ww. truelok. us

E-mai l : info@truelok. us