Technical sales agreement: Cooperation for exclusive development of the aerosol business in Asia.

Author Creation date Last change Reference Version

: Pieter van den Enden : December, 1 2006 : December, 28 2006 : EPL-FILLON_001 : 1.0

EUROSOL PACIFIC, LTD. C/O UNIT 102-103 MARIJOY BLDG. 221 N, BACALSO AVE. | CEBU CITY 6000 | PHILIPPINES | T +63 (0) 32 262 5652 | F +63 (0) 32 262 8073 | E info@eurosolpacific.com | W www.eurosolpacific.com

Document administration

Change history
Date 12-01-06 12-10-06 12-15-06 Author Jeroen Pasman Pieter van den Enden Jeroen Pasman Version 1.0 1.1 2.0 Changes Creation of document Updated version Revised version

Distribution
Version 1.0 1.1 2.0 Name Jeroen Pasman Pieter van den Enden Jeroen Pasman Pieter van den Enden Location Davao City, Philippines Cebu City, Philippines Davao, Philippines Cebu, Philippines

Reviewers
Name 1. Pieter van den Enden 2. Paul Smits Function Managing Partner Eurosol Pacific Partner Eurosol Pacific/ Managing Partner NEH Philippines

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Content
Document administration.................................................................2
Change history..........................................................................................................2 Distribution...............................................................................................................2 Reviewers..................................................................................................................2

1. Introduction..................................................................................5
1.1 Background.........................................................................................................5 1.2 Outline................................................................................................................5

2. Eurosol Pacific, Ltd.....................................................................6

2.1 Profile.................................................................................................................6 2.2 Professionals......................................................................................................6 2.3 Why Eurosol Pacific?.........................................................................................8

3. Technical sales agreement...........................................................9

3.1 Services...............................................................................................................9 3.2 Geographical scope..........................................................................................10 3.3 Term..................................................................................................................10 3.4 Professional service fees..................................................................................10 3.5 Operational expenses.......................................................................................11 3.6 Relationship between partners.........................................................................11 3.7 Termination......................................................................................................11 3.8 Covenants of nondisclosure and non-competition...........................................12 3.9 Taxes.................................................................................................................12 3.10 No authority to bind........................................................................................13 3.11 Severability.....................................................................................................13 3.12 Non-waiver.....................................................................................................13 3.13 Notices............................................................................................................13 3.14 Governing law................................................................................................14 3.15 Entire agreement............................................................................................14 3.16 Approval.........................................................................................................15

Appendixes....................................................................................16
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Annex A. Products..................................................................................................17 Annex B. Sales forecast..........................................................................................18

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1. Introduction

1.1 Background Based on a discussion between David Tan (Fillon Technologies) and Pieter van den Enden (Eurosol Pacific) on the 27 and 28 of September 2006 a terms of reference was made by Fillon Technologies to work together with Eurosol Pacific to develop the aerosol business in Asia. 1.2 Outline Fillon Technology Group is a global leader and specialist in the design and manufacture of paint equipment for the automotive bodyshop market. Since
launching its first subsidiary in 1985 in the United States, Fillon Technologies embarked on successfully expanding markets throughout all of Europe, the America's, Asia, and Australia. Today, the company is able to respond to the Automotive Refinish mixing needs of Clients throughout the world.

Since 1994, the Fillon Technology Group has been present in Asia and developed the automotive bodyshop market very successful. For further expansion of Fillon products in Asian markets, the company recognizes that the automotive bodyshop market covers only a small part of the overall aerosol business potential in Asia. Eurosol Pacific was requested by Fillon Technologies to spearhead the business development of the industrial aerosol industry in Asia, including all necessary technical support for solvent formulation and training to start up customers. Locate and connect with strategically positioned aerosol suppliers, whom Fillon Technologies can control and who are willing to work according to its requirements and expectations. Systematically identify and develop the industrial aerosol business, creating a spin-off in (1) continuous refillable aerosols sales, and (2) sales of other Fillon products.

FillSpray 40.1 will be the basic equipment when introducing the product concept in Asian markets, but Fill-One and the possibility to sell the noncleaning concept in the near future will be kept in view. Future profits will be sourced from the sales of (1) refillable aerosols, (2) Fillon products as defined in Appendix A, and (3) related Fillon products.

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2. Eurosol Pacific, Ltd.

2.1 Profile Knowing that the Asia-Pacific market is currently less developed regarding new technologies in aerosol cans, Eurosol Pacific, Ltd. is the trading company that brings together innovation and technology in the Asia-Pacific aerosol industry. Strategically headquartered in Cebu City (Philippines), Eurosol Pacific, Ltd. markets its products and services throughout the Asia-Pacific region. Our team is constantly seeking possibilities to improve the Asia-Pacific aerosol industry. Our technical expertise and experience in the aerosol spray paint market will provide a guiding perspective in delivering customized products and rendering services to our valued business partners and end-users. Sustaining financial growth with top quality products, personalized service and keeping the lead in innovation and marketing strategy are what we pledge for our Clients and business partners. Our mission statement is as follows: Maximizing the profits of our Clients by bringing new innovations and new technology devices in aerosol cans to the Asia-Pacific market, being known as a flexible and trustworthy business partner from the first impression and way beyond!

2.2 Professionals Eurosol Pacific is built around a team consisting of professionals combining the technical expertise, and the understanding of the way business is conducted throughout Asia, which are needed to successfully develop the industrial aerosol industry in Asian markets. Our team, rendering services to Fillon Technologies, consists of: Pieter van den Enden (Managing Partner) Pieter van den Enden, a Dutch national and currently managing partner of Eurosol Pacific, Ltd. has been pioneering in the aerosol spray paint market since 1998. As former General Manager of Bakker Steenbergen BV, a company importing and exporting aerosol products throughout Europe. The last seven years, Pieter, developed together with Do It Marketing the Philippine customized aerosol spray paint market. Mr. Van den Enden has outstanding skills in sales and marketing.

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Paul Smits (Partner) A Dutch entrepreneur who is actively involved in various businesses worldwide through his investing company Globe Pacific Trading Corporation. Paul Smits has an outstanding track record in conducting international business and has directed various studies and projects in businesses worldwide. He was responsible for successfully developing export strategies to various markets in the Middle East and the AsiaPacific region. Through his network and knowledge of the conducting business throughout Asia, Paul advises Eurosol Pacific in its strategic direction. Laverenti Gil (Partner) With 12 years of valued experience, Laverenti Gil is an expert in the field of the aerosol spray paint business. He started his passion for aerosols as a regional manager for Nippon Paint Phils. from 1993 to 1998. After this period he took the position of T.U. Marketing Director of Paint Mktg. before he founded Do it Marketing Co. Philippines, which was the first company to cater refillable aerosol products to the Philippine market in partnership with Pieter van den Enden. Willem Klinkenberg (Technical Sales Consultant) Working with paints and aerosol technologies since 1967, Willem Klinkenberg is the most experienced professional and currently he is working as technical sales consultant for Eurosol Pacific. With his outstanding skills in chemistry, color matching, production and R&D, Willem is an absolute expert in paints. From the level of assistant to several management positions, he worked himself up the ranks at Akzo Nobel Coatings until 1995. After this period, he became Technical Director of De Beer Lakfabrieken, Car Refinishing, where he was responsible for Research & Development of new Solvent based, Waterborne and High Solid Product lines. Aileen Chavez (Office Manager) Working for Paint Mktg. Co. the marketing arm of Nippon Paint Phils., gave her an edge in terms of skills in marketing and sales and knowledge of the aerosol and paint industry. Through her period at Nippon, she conducted dealings with other Asian regional branches and exchanged knowledge on product innovation and market trends. Her 10 years exposure in the field of sales and marketing gives her the drive to share her expertise. She now closely works with Do it Marketing to develop the industrial aerosol business in the Philippines. Jeroen Pasman (Business Development Officer) Jeroen Pasman holds a Bsc. in Commerce from the Arnhem Business School, where he majored in International Management. He studied minor courses in International Business Culture & Communication at the University in Ume, Sweden. During his internship at Akzo Nobel, Jeroen became interested in the chemical industry in 2003, and continued working in this sector after graduation with Eurosol Pacific. Jeroen is looking for responsibilities that are challenging and will further improve his professional development.
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2.3 Why Eurosol Pacific? For three key reasons we believe that Eurosol Pacific is well positioned to work with Fillon Technologies to develop the industrial aerosol industry in Asia: 1. Eurosol Pacific is built around a team of professionals that combine the expertise of conducting business throughout Asia, and the technical expertise of chemistry, color matching, paint & solvent formulation, and production within an industrial aerosol business context. Dedicated to bring new innovations and new aerosol technologies to the Asia-Pacific market. Combining business and technical expertise within an industrial aerosol business context. Pioneering in the Asia-Pacific region since 1990. Research & training facility and test market available in the Philippines.

2. Eurosol Pacific has experience in training local Filipino partners in the knowledge which is necessary to implement the concept of refillable aerosol spray paint, and conduct successful business development activities accordingly. 3. Eurosol Pacific is passionate about an independent R&D driven company like Fillon Technologies. We strongly believe that through working with Fillon Technologies we are able to excel and boost the development of the industrial aerosol industry in Asia. Fillon Technologies with its focus on R&D and innovation is a dream partner for us, for whom we will go the extra mile.

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3. Technical sales agreement

This TECHNICAL SALES AGREEMENT ( Agreement ) is entered into by and between FILLON TECHNOLOGIES SA, a French company ( FTS ) and EUROSOL PACIFIC, LTD a BVI corporation c/o Cebu City, Philippines ( EPL ) as of February 1, 2006 and substitutes the agreement between Fillon Technologies SA and Eurosol Pacific, Ltd. of February 1, 2006. Whereas, FTS is engaged in the manufacture and distribution of the products listed in Appendix A hereto and related products ( Products ) and Whereas, EPL has the in-depth knowledge, experience, personnel and facilities required to provide FTS with the services listed and described in 3.1 Services hereto related to business development activities of the Products throughout Asia ( Services ). Now, therefore, FTS and EPL hereby agree as follows: 3.1 Services FTS engages EPL as an independent contractor to perform business development activities of the Products throughout Asia ( Services ). EPL shall determine the methods, detail and means of providing the Services, shall devote the time and effort necessary to satisfactory perform the Services and shall provide the Services in an efficient, trustworthy and businesslike manner. EPL shall not act in any manner, directly or indirectly, which may damage FTS business, or which may adversely affect FTS' goodwill, reputation or business relations. EPL shall render the following Services to FTS: Locate and connect with strategically positioned aerosol suppliers, whom FTS can control and who are willing to work according to its requirements and expectations. Systematically identify and develop the industrial aerosol business. Develop sales structures and strategies for all Markets (as defined in 3.2 Geographical scope) either direct or by identifying brokers/ distributors. Provide the necessary technical support for solvent formulation and training to start up customers in the Markets. Ensure that all information relating to commercial and technical issues is passed to FTS in a timely manner.
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Ensure coordination to allow for prompt dispatch of shipments in line with markets arrivals. Keep records and generate routine and special reports as requested by FTS.

The proposed Services will be coordinated from Cebu City, the Philippines. Pieter van den Enden, managing partner of EPL, is responsible for all activities and communication with FTS. 3.2 Geographical scope FTS grants EPL the exclusive permission to conduct its Services in the following Asian markets: Malaysia, Thailand, Vietnam, India, China, Japan and South Korea ( Markets ). 3.3 Term Subject of the provision of Section 3.7 hereof, this Agreement shall be effective as from February 1, 2006 and shall remain in effect until February 1, 2008. This Agreement shall be automatically renewed for successive two-year terms unless either party gives, at least 3 months prior to the end of the then current term, written notice of its intent to terminate this Agreement at the end of the then current term. 3.4 Professional service fees a. Consulting fee(s) FTS shall pay to EPL, a fixed consulting fee of Euro 5,000.00 (five thousand Euros) per calendar month, as of February 1, 2007 for a period of 12 months. From February 1, 2008 onwards the fixed fee will be Euro 2,000.00 (two thousand Euros) for a period of 12 months. In consideration for the fixed consulting fee, EPL is obligated to perform requested Services for such monthly period. In respect of the fixed fee, EPL shall submit an invoice to FTS no later then the fifth ("5th") day of the calendar month following the calendar month in which the Services are rendered, and against such invoice FTS shall make payment by wire transfer to the bank account designated by EPL (the "Bank Account") no later than the tenth (10th) day of the same month. FTS shall be fully responsible for all fees directly related to such wire transfer. EPL shall be fully responsible for any and all other fees and taxes (including, without limitation, value-added taxes and income taxes) that may arise in connection with the service fees. b. Commission ()

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3.5 Operational expenses The agreement/ professional service fees (paragraph 3.4) is assumed excluding all related operational expenses for travel, lodging and other related cost as required to render the Services. Additional expenses can only be made after approval of FTS. In respect of the operational expenses, EPL shall submit a monthly operating budget to FTS no later then the tenth ("10th") day of the calendar month before the calendar month in which the operating expenses arise, and against such budget, when approved by FTS, FTS shall make payment by wire transfer to the bank account designated by EPL ("Bank Account") no later than the twentieth (20th) day of the same month. FTS shall be fully responsible for all fees directly related to such wire transfer. EPL shall be fully responsible for any and all other fees and taxes (including, without limitation, value-added taxes and income taxes) that may arise in connection with its operating budget. 3.6 Relationship between partners EPL's relationship to FTS shall be that of an independent contractor. EPL's employees and other agents shall not be considered to be employees or agents of FTS. EPL will identify its relationships with FTS as that of an independent contractor, and EPL's authority shall be limited to contracting and negotiating on behalf of FTS with third parties in writing or electronic mail for the Services to be performed by EPL under this Agreement. 3.7 Termination FTS shall have the right to terminate this Agreement immediately by written notice in the event EPL: (a) breaches or threatens to breach any of the restrictive covenants set forth in Section 7 of this Agreement or any other material obligation Set forth herein; (b) engages in conduct which is detrimental to FTS reputation, goodwill or business operations; (c) fails to perform the Services in accordance with this Agreement; (d) fails to comply with FTS policies, standards or regulations; (e) engages in fraudulent or dishonest conduct. EPL shall have the right to terminate this Agreement immediately by written notice in the event FTS: (a) breaches or threatens to breach any payment or other material obligation set forth herein; (b) engages in conduct which is detrimental to EPL's reputation, goodwill or business operations; (c))engages in fraudulent or dishonest conduct.

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3.8 Covenants of nondisclosure and non-competition a. Nondisclosure EPL shall take all reasonable steps to ensure that EPL, as well as all partners, directors, officers, employees, consultants and agents of EPL (collectively, "its agents), treat in a strictly confidential manner all information, including but not limited to the process, developments, strategies, plans and any other confidential aspect of FTS business (or of the business of any FTS supplier or customer), obtained by EPL in the course of performing Services hereunder. EPL and its agents shall not use or develop, disclose, publish, furnish or otherwise make accessible to anyone outside of FTS any such confidential information without the prior written consent of FTS. Any and all reports, studies, data, recommendations, or any other documents produced by EPL or its agents in connection with its rendering of Services hereunder, shall be the exclusive property of FTS and shall not be disclosed by EPL to any third party without FTS prior written consent, except as required by law or court order. Upon termination or expiration of this Agreement, all of FTS records concerning its business and its customers shall remain the property and in the possession of FTS, and EPL and its agents shall immediately deliver to FTS any confidential records or documents that may be in EPL's possession. The provisions of the Paragraph shall remain in effect notwithstanding any termination or expiration of EPL's independent contractor relationship with FTS. b. Non-competition During the term of this Agreement EPL and its agents shall not, directly or indirectly: (i) hold any interest in, own, manage, operate, control, be related to as a stockholder (other than as a stockholder of less than five percent (5%) of a publicity held corporation), joint venture, officer, director, partner, employee, consultant or agent; or otherwise engage or invest or participate in, any business which competes with FTS business or (ii) engage in any other activity that may give rise to any conflict of interest with FTS. (iii) During the term of this Agreement EPL shall not, for any reason, accept any engagement for Services from any client of FTS who shall have contractual relations with FTS during the efficiency of this Agreement, provided, that FTS shall provide EPL with a list of such clients and keep the list current; provided that clause 8(b) shall not apply to EPL's existing clients and the products subject of existing agreements (see Annex D hereof). 3.9 Taxes FTS shall neither withhold nor pay any income tax or payroll tax of any kind in connection with any payments made to EPL under this Agreement. EPL is responsible for paying, according to law, its own taxes and tax-related liabilities.

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3.10 No authority to bind EPL will have no authority to enter into contracts or agreements on behalf of FTS, but may contact and negotiate with potential third party contacts, customers and associates of FTS by writing or electronic mail, and shall submit such negotiated terms for negotiation, modification and final approval by FTS. This Agreement does not create a partnership between the parties; EPL may not appoint any agents, distributors or representatives to perform any of the Services hereunder without the prior consent of FTS. 3.11 Severability In case of anyone or more of the provisions of this Agreement are held to be invalid, illegal or un-enforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement. 3.12 Non-waiver The failure by either party to this Agreement, at any time, to enforce or to require strict compliance or performance by the other party of any of the provisions of this Agreement shall not constitute a future waiver of such provisions and shall not affect or impair in any way its rights at any time to enforce said provisions or to avail itself of such remedies as it may have for any breach thereof. 3.13 Notices All notices, requests, demands or other communications under this Agreement shall be in writing and shall only be deemed to be duty given if made in writing and sent by first class mall, overnight courier or telefax to the following addresses: If to FTS: Fillon Technologies SA 28210 Faverolles France Fax: +33 (0) 2375 19522 Attention: Mr. Daniel Fillon Fillon Technologies Singapore PTE Ltd. 40 East Coast Road 09-03 Eastgate Singapore 428766 Fax: +65 (0) 6243 1330 / +65 (0) 6348 6935 Attention: Mr. David Tan

With copy to:

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If to EPL:

Eurosol Pacific, Ltd c/o Unit 103, Marijoy Bldg. 221N, Bacalso Ave 6000 Cebu City Philippines Fax: + 63 (0) 32 262 8073 Attention: Mr. Pieter v.d. Enden

3.14 Governing law The provisions of this Agreement shall be governed by and construed and interpreted in accordance with the laws of the French goverment. 3.15 Entire agreement This Agreement contains the entire Agreement of the parties with respect to EPL's relationship with FTS, and supersedes a prior oral or written negotiations, discussions and agreements. This Agreement may be changed only by written agreement signed by both parties.

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3.16 Approval We request you to sign this proposal on all pages and to fax the signed proposal to Eurosol Pacific on +63 (0) 32 262 8073. We will make sure you will receive a copy of the signed agreement as soon as possible. For any questions regarding this proposal you can contact Pieter van den Enden via telephone number +63 (0) 915 830 4492. We look forward to your reaction. For approval, Eurosol Pacific, Ltd. For approval, Fillon Technologies SA

Name: Pieter van den Enden Function: Managing Partner Date:

Name: Daniel Fillon Function: President Date:

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Appendixes

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Annex A. Products

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Annex B. Sales forecast

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