Dear Pedro,

Attached are my revisions to your letter agreement with distributors of Pedro’s Products.
Pursuant to your desire to limit your liability under partnership law, I added a provision that
stated the discount, though tied to your profits, is simply a payment to the distributors as
independent contractors. This will negate the presumption of partnership that would arise
otherwise. Additionally, I edited the language to reflect that the relationship is an authorized
distributorship, rather than a partnership. Finally, with respect to your business cards, I would
recommend including a disclaimer that notes that the authorized distributor does not represent
Pedro’s Products in any capacity and merely sells those products. This should also reduce
potential liability that might arise from authorized distributors that purport to conduct business
on your behalf. Please feel free to reach out if you have any concerns.

Regards,

Jake

LETTER AGREEMENT

Dear Authorized Distributor of Pedro’s Products:Pedro’s Partner:

This letter constitutes the whole agreement between you and Pedro’s Products
(“Pedro’s”). By signing this Letter Agreement with Pedro’s, you are entitled to
receiveparticipate in the Pedro’s Partner benefits a discount as an authorized
distributor pursuant to the following terms of participation.

In exchange for providing Pedro’s with a payment of at least $25,000 (the

“Payment Amount”), you will be entitled to purchase products from Pedro’s at the
Authorized DistributorPartner Rate. This payment does not entitle you to any
ownership interest in Pedro’s Products. These products may be kept or resold by you
anywhere in the U.S., unless prohibited by law.

The Authorized DistributorPartner Rate is equal to the retail price shown for
a product on the Pedro’s website, reduced by the authorized distributor
discountPartner Profit Share. The Authorized distributor discount Partner Profit
Share equals 30% of Pedro’s retail profit. (Pedro’s retail profit is equal to the
difference between the price of the product, as listed on Pedro’s website, and Pedro’s
cost for that product.) For example, if a product is listed on Pedro’s Product’s
website for a retail price of $30, and Pedro’s costs is $10, then Pedro’s retail profit
is $20. The authorized distributor discountPartner Profit Share on $20 is $6 (which
is 30% of $20). Therefore, authorized distributorsPedro’s Partners would pay $24
for the product, rather than $30 for the product. All calculations of Pedro’s retail
profit and the authorized distributor discountPartner Profit Share shall be done by
Pedro’s in Pedro’s sole and absolute discretion. This discount is payment for your
services as an independent contractor in the distribution of Pedro’s Products.

The cost of any product purchased from Pedro’s website will be deducted
from the Payment Amount. The Payment Amount may be increased by you at any
time but it must always exceed the amount of any products you purchase from
Pedro’s website. If the Payment Amount is ever less than $10,000, the amount must
be increased to $25,000, or you will not receive the authorized distributor discount
Partner Profit Share. Furthermore, the Payment is NON-REFUNDABLE. It may be
applied to purchases from Pedro’s website, but it may never be repaid.

Pedro’s will also provide you with Business cards identifying you as one of
Pedro’s authorized distributorsPartners.

[Other provisions in the Letter Agreement omitted from the excerpt include
rights, requirements, reporting, and termination provisions.]

Miscellaneous Provisions:

If any provision in this Agreement is held by a court of competent jurisdiction

to be invalid, void or unenforceable, the remaining provisions shall still continue in
full force without being impaired or invalidated in any way. This Agreement
constitutes the entire agreement between you and Pedro’s and may not be released,
discharged, changed or modified except by an instrument in writing, signed by both
you and Pedro’s. A waiver of, or failure to enforce any provision contained in this
Agreement on any occasion shall not be deemed to be a continuing waiver or a
waiver on any other occasion. Pedro’s may terminate this Agreement or your Pedro’s
Partner status for any reason upon 30 days’ notice to you, or at any time, with or
without notice, for any conduct that Pedro’s in its sole discretion believes violates
this Agreement, or is harmful to another buyer, third-party, or Pedro’s interests. You
agree to comply with any and all applicable laws and regulations and shall indemnify
and hold Pedro’s harmless for any failure, on your part, to do so.

Welcome! I am so glad you are partnering with us, and we are excited to call
you one of Pedro’s authorized distributorsPartners.

Pedro,
 Pedro’s Products, Owner

I HAVE REVIEWED THE ABOVE LETTER AGREEMENT AND

UNDERSTAND AND AGREE TO ALL OF ITS TERMS AND CONDITIONS.

By:____________________ Date: ________________

[PRINT NAME], Pedro’s authorized distributorPartner

________________________________________________