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DISTRIBUTOR AGREEMENT

between
Zeovita GmbH, Roter Mhlenweg 28, 08340 Schwarzenberg, Germany ( Address since
April 2012: Breite Str. 54, 37154 Northeim, Germany),
represented by its Geschftsfhrer (General Manager) Bernhard Riedel
- hereinafter referred to as the "Principal" and
SC ZOOPRODLACTCOM S.R.L, Address: BORDUSANI,COUNTY IALOMITA,COUNTRY
ROMANIA, represented by Ciocan Neculai, sales manager: Cristi Ciocan

- hereinafter referred to as the "Distributor" -.

1 Object of the Agreement


The Principal hereby grants the Distributor the exclusive distributorship for the following territory in
accordance with the provisions set out below:
Spain, Portugal, Greece, Cyprus, Slovakia, Czech Republic, Denmark, Sweden, Finland and Norway.
(hereinafter referred to as the "Territory"). The distributorship shall cover the following products from the
Principal's current range:
Lithovit Natural CO2 Foliar Fertilizer , Lithovit-Urea and related products
(hereinafter referred to as the "Contract Products").
This agreement is valid till December 31, 2017, provided Minimum Purchase Commitments ( 10)
fixed till December 31, 2014 are fulfilled to principal satisfaction. If that is not the case, the principal has
the right to finish the agreement. Otherwise it is valid for unlimited time after December 31, 2017 .

2 Territory Protection
(1) The Principal undertakes not to entrust any other person or company with the distribution of the
Contract Products in the Territory during the term of this Agreement. Furthermore, the Principal may not
actively deal within the Territory, either directly itself or through its own personnel. The Principal shall pass
on any contacts with potential distributors or customers within the Territory that the Principal establishes
itself or through third parties to the Distributor, to be handled by the Distributor. Any substantiated claims
for commission that may be asserted by third parties shall be paid to the Principal by the Distributor.
Where necessary in such cases, prices may be set by agreement on an individual basis. The parties shall
endeavour to reach a mutually acceptable solution in every such case.
(2) The Principal shall not alter the Territory without justified objective reasons. Where an alteration is
made the Principal undertakes to observe a notification period of six months following consultation of the
Distributor. The change in Territory shall be set out in writing. In such a case the Distributor shall retain all
rights and obligations set out in this Agreement with respect to the remaining (changed) Territory.

3 Changes to Products
(1) The Principal is entitled to remove Contract Products from the range in observance of a notice period
of 6 months if the product can no longer be produced, or not on economically reasonable terms.
(2) An additional written agreement shall be concluded where necessary for the distribution by the
Distributor of the Principal's new or further products.
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(3) Further developments of existing Contract Products shall be deemed to be new products within the
meaning of clause (2) above.

4 Legal Status and General Obligations of the Distributor


(1) The Distributor shall buy the Contract Products from the Principal and sell them in its own name and
for its own account. It is not entitled to act or enter into obligations on behalf of the Principal. Within the
Territory, the Distributor shall be deemed to be the party placing the Contract Products on the market, and
shall assume all the resulting obligations.
(2) The Distributor shall safeguard the interests of the Principal with the due care and attention of a
prudent businessman. The Distributor shall follow the directions of the Principal insofar as these do not
exceed its authority to issue directions.
(3) The Distributor shall procure the licences necessary for the Contract Products in the Territory. The fees
and other costs of such licences and of all authorisations prescribed by law shall be borne by the
Distributor.
(4) The Distributor shall use its best endeavours to continually promote the selling of the Contract
Products in the Territory. To this end it shall engage a sufficient number of trained salespersons and
maintain suitable business premises/showrooms.
(5) The Distributor is responsible for ensuring the necessary training of its employees in relation to the
Contract Products. If the Distributor requires the Principal's help in this respect it shall present the
Principal with a training list and reach an agreement with the Principal thereon. The costs of training for
the employees shall be borne by the Distributor.

5 Obligations of the Principal


(1) The Principal shall only deliver such Contract Products as correspond to generally accepted technical
standards.
(2) The Principal shall ensure that the Distributor receives a product description and any necessary safety
instructions in German or in English. The costs of and responsibility for translations into the local language
of the Territory shall be borne by the Distributor.
(3) The Principal shall support the Distributor in its activities pursuant to this Agreement. The Principal
shall make catalogues, prospectuses, price lists and photographs available to the Distributor free of
charge in appropriate quantities, either in German or in English, to the extent that it has them available.
(4) The Principal shall also, on demand, supply the Products to the Distributor with labels in the local
language of the Territory. The costs of and responsibility for translations and any adaptations to conform to
the legal provisions applying in the country in which the Products are to be sold shall be borne by the
Distributor.
(5) The Principal shall inform the Distributor of technical alterations or improvements to the Contract
Products in good time and shall notify the Distributor immediately if it is only able or willing to effect
business on a much smaller scale than was to be expected under the circumstances.

6 Prices between the Principal and the Distributor


The parties hereto accept the prices valid at the time of concluding this Agreement which are attached as
Annex 1 (Zeovita price list valid from January 1, 2012), and shall apply initially until both parties agreed on
new prices. The Distributor gets 25 % bonus in kind for every ton paid, he gets 0.25 ton free of
charge.

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7 Delivery
(1) The delivery of the Contract Products shall be effected EX Ware house of the principal if shipment is
delivered by track or FOB Hamburg Port in case shipment has to be delivered by see freight, unless
otherwise exceptionally agreed. The Principal may relocate its works or warehouse within Germany
without any change in the allocation of costs. All shipping and insurance costs shall be borne in their
entirety by the Distributor. The risk shall pass to the distributor directly as the goods are free on board.
The Principal shall make all arrangements relating to dispatch and the organisation of transport within
Germany.
(2) The Principal shall be responsible for dealing with customs formalities in Germany. The Distributor
shall be responsible for dealing with all customs formalities in the destination country, and in particular for
paying any customs duties, fees and taxes. As far as it is able, the Principal shall provide all papers that
are to be obtained in Germany.
(3) After every order placed by the Distributor in writing (by post, facsimile or e-mail) the Principal shall
issue a written confirmation (by post, facsimile or e-mail) in which a binding date is laid down on which the
goods can be collected from the Principals works/warehouse.

8 Terms of Payment
1) The Distributor undertakes to make payment in advance. It is obliged to present evidence that payment
for the Contract Products has been made before each delivery is handed over.
(1.1) 50% payment is to be made on placing the order. The rest 50% is to be paid before the goods are
handed over for shipping.
(2) Unless otherwise agreed, all payments shall be made in EUR.
(3) In general, the Principals Conditions of Supply and Payment as set out in Annex 2 shall apply.
(

9 Distributor's Resale Prices


The Distributor is free to determine the sale price in the territory which at least cover the price in Annex 1
as well as all costs already mentioned in 1. It shall, however, charge prices which are obtainable and
competitive in the territory and shall inform the Principal of its prices in writing and in good time before
these are finally fixed.

10 Minimum Purchase Commitment


(1) The Distributor is obliged to purchase the Contract Products according to minimum volume fixed till
December 31, 2014 as follows:
1.1) in the year 2013 at least 10 tons.
1.2) In the year 2014 at least 25 30 tons.
(2) Should the Distributor fail to fulfil these minimum purchase commitments the principal has the right to
cancel the exclusivity of the agreement or to convert it into non-exclusive agreement. In particular, the
exclusive distributorship for the Contract Products as set out in 1 above and the territorial protection as
set out in 2 above shall then cease to apply. The Distributor hereby already expressly agrees to this
provision.
(3) Furthermore, non-fulfilment of the minimum purchase commitment shall, to the extent that such nonfulfilment is substantial, entitle the Principal to terminate the Agreement immediately pursuant to 22
below. Non-fulfilment by 50% shall be deemed to constitute substantial non-fulfilment.
.

11 Prohibition of Competition
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(1) The Distributor shall not produce or distribute any goods that compete with the products entrusted to it
through this Agreement. The Distributor shall not market competitive products - directly or indirectly inside or outside the Territory. Furthermore, the Distributor shall not promote in any other way the interests
of firms which compete with the Principal. Any exceptions to the conditions of this clause shall require the
prior written consent of the Principal.
(2) The Distributor currently represents, and the Principal consents to such representation, the following
products as trader/commission distributor/distributor:

12 Limitations on sales outside the Territory


(1) The Distributor shall only sell the Contract Products to customers who are within the Territory.
(2) The Distributor shall pass on to the Principal without delay any enquiries which it may receive from
potential buyers to whom it may not sell according to clause (1) above. Passing on this information does
not create a right to any remuneration.
(3) When appointing other distributors or distributors the Principal shall endeavour to impose on these
distributors obligations corresponding to the above.

13 Duty to Report
(1) As of 31 December and 30 June of each year, the Distributor shall report to the Principal on its own
activities and on the activities of competitors as well as on the development of the market in the Territory.
It shall report on wishes and critical comments expressed by customers and on the business prospects of
the group of customers it is entrusted with. Special business opportunities or other matters which may
demand an immediate response by the Principal shall always be reported immediately.
(2) The Distributor is not obliged to reveal its customers' identities to the Principal, neither during the
period of validity of this Agreement nor after its termination.
(3) In November of each year, the Distributor shall provide the Principal with a written prognosis of its
probable purchases in the coming year. This prognosis shall be updated at least every quarter of the
following year.

14 Sub-Distributors
(1) The Distributor is entitled to establish subsidiaries and/or branches in the Territory. The same shall
apply to the employment of sub-distributors and agents. The Distributor shall inform the Principal
immediately of the establishment of subsidiaries or branches as well as the employment of subdistributors an agents. The Distributor shall inform the Principal of the names of such persons on its first
demand. It shall provide the Principal with all relevant information at its first request.
(2) Sub-distributors and Agents may only act in the name and for the account of the Distributor. The
Distributor shall ensure that the conditions set out in this Agreement are observed in the relationship
between it and the sub-distributors and agents. The Distributor shall be liable to the Principal for the
behaviour of such persons in the same way as it is responsible for its own behaviour. The same reporting
obligations shall apply to the activities of the sub-distributors and agents employed by the Distributor in
the Territory as apply to the Distributor itself.

15 Customer Services
The Distributor shall ensure that instructions belonging to the Contract Products shall reach the final
customer, and that the latter is instructed in their use to the requisite extent. The Distributor shall inform
the Principal without delay if it should learn of any danger caused by use of the Contract Products.

16 Marketing
(1) The Distributor is obliged to advertise the Contract Products in the Territory at its own expense. The
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Distributor shall agree on such advertising with the Principal in the interests of uniformity.
(2) The Distributor is obliged to inform the Principal in good time of its intention to partake in trade fairs
and exhibitions. The Distributor shall not partake in trade fairs and exhibitions if the Principal, due to trade
fair regulations, is thereby excluded from trade fairs and exhibitions it would like to participate in.
(3) The Principal shall support the Distributor in all aspects of marketing.
(4) The Distributor shall not make any modifications of any kind to the Contract Products, and shall sell
them only in their original condition as supplied by the Principal.

17 Trade Marks and other of the Principal's Symbols


(1) For the duration of this Agreement the Distributor is entitled and obliged to use the Principal's company
logo and trade mark. Such use shall only occur in the interests of the Principal and for the purposes of
identifying the Contract Products.
(2) The Distributor undertakes that it shall not register any identical or misleadingly similar symbols or
names in relation to the Contract Products during the term of this Agreement without the consent of the
Principal.

18 Duty to Inform
(1) Each party shall supply the other with the necessary information.
(2) The parties hereto shall at all times inform each other of infringements of trade marks and material
breaches of competition law provisions that come to their notice and co-operate on protection measures
against such breaches of law.

19 Notices
(1) All notices sent, or to be sent, in accordance with this Agreement from one party to the other shall,
where sent by post, facsimile or e-mail, be deemed to have been dispatched on the day of receipt unless
otherwise agreed.
(2) The parties undertake to inform each other immediately of any change in respect of their addresses or
communication details.

20 Confidential Information
(1) The parties shall, even after termination of this Agreement:
(a) not use or disclose to any other person confidential information obtained under this agreement, and
shall ensure that no other member of their respective company or group or any director, officer or
employee or adviser or distributor of their respective company or group shall use such information or
disclose it to any other person ; and
(b) use all reasonable endeavours to prevent the use or disclosure of confidential information by any third
party, unless the other party has given its prior written agreement to such use or disclosure.
(2) Clause (1) does not apply to:
(a) disclosure of confidential information to the other party or to third parties at the written request of the
other party;
(b) disclosure of confidential information which has already entered the publicdomain;
(c) use or disclosure of confidential information required to be disclosed by law.

21 Force majeure
Neither of the parties to this Agreement shall be held liable if it is prevented from properly performing its
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obligations under this Agreement by any event of force majeure, in particular by industrial dispute,
interruption of its operations through no fault of its own, civil disturbance, measures taken by government
authorities or any other events beyond the control of the party concerned.

22 Term of Agreement and Termination


(1) The Agreement shall enter into force when all licences and approvals have been obtained for the
Contract Products in the Territory and shall initially continue until 31.December 2010 The Agreement shall
thereafter be automatically extended by one year at a time, unless notice of termination is given at least 6
months prior to its expiry by either of the parties hereto.
(2) The Agreement may be terminated for good cause. Notice of such termination shall be given in writing
by registered letter and shall be effective immediately. The following, in particular, shall constitute good
cause:
breach of the prohibition of competition, incorrect declarations on conclusion of the Agreement,
suspension of Distributor's activities for several weeks, insolvency of the Distributor, non-fulfilment of
the annual minimum purchase commitment by more than 50%.
(3) Notice of termination must be given in writing. It shall generally become effective on receipt by the
addressee. If sent by registered post, notice of termination shall be considered to have been received at
the latest one week after the letter has been properly delivered to the post office.

23 Consequences of Termination
(1) Once regular notice has been given, exclusivity between the Principal and the Distributor shall no
longer apply. Moreover, the Principal has the right, once notice of termination of the Agreement has been
given, to refuse orders from the Distributor, unless the Distributor has given notice of termination due to
the fault of the Principal.
(2) On termination of the Agreement the Distributor shall return all property and documents of the Principal
which are in its possession as well as all advertising material. The Distributor has no right of retention in
respect of any alleged counterclaim insofar as such counterclaims have not been finally upheld by due
process of law or are uncontested as between the parties.

24 Exclusion of compensation
The Distributor is not entitled to any compensation in respect of the termination of the Distribution
Agreement.

25 Governing law
This Agreement and any disputes arising out of this Agreement shall be governed by German law.

26 Governing Language
The binding version of this Agreement is written in German. Any notices to be given hereunder shall be
given in German. Any other versions of the Agreement are made only for convenience and better
understanding. The German version shall take precedence in all circumstances.

27 Jurisdiction
The courts of the Principal's place of business shall have exclusive jurisdiction to settle any disputes
arising out of this Agreement, insofar as this is permitted by law.

28 Final Provisions
1) This Agreement constitutes the entire agreement between the parties. Any ancillary agreements,
amendments and supplements to this Agreement (including this clause) shall be valid only if made in
writing.
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(2) The rights and obligations arising from this Agreement are not transferable, with the exception of the
assignment of purchase price claims to banks of the Principal.
(3) Only claims finally upheld by due process of law and recognised may be set off.
(4) All claims arising out of or in connection with this Agreement shall cease to exist two years after falling
due. Claims arising under warranty or guarantee conditions are limited to the periods stipulated by law in
this respect.
(5) Both parties shall treat the contents of this Agreement (including the annexes) as confidential.
(6) The following annexes are attached to this Agreement:
1. Price list
2. The Principals General Conditions of Supply and Payment

29 Severability
If the provisions of this Agreement should be or become partly or wholly void, the remaining conditions will
continue to apply. The parties are bound to replace the void provision or the void part of the provisions by
a legally valid arrangement, which comes as close as possible to the commercial meaning and purpose of
the void provision or void part of the provision. The same shall apply in the case of any omission.
Place:

Place:

Date:

Date:

_____________________________

______________________________

Zeovita GmbH, represented by


by.
Bernhard Riedel (Principal)

represented by

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