6083 Power Inn Road, Sacramento , CA 95824 

Office (916) 381-4254   Fax (916) 381-4256

Authorized Dealer Agreement

As used in this Agreement, the terms, we, our and Excalibur refer to Excalibur/KBI Corporation and the terms you and your refer to the undersigned.

Publicity/Use of Our Name

Excalibur/Killer Baits Inc. (KBI) is the legal owner of the trademarks Excalibur®, Parallexx™, and ParaFlexx™, and as such has the legal right to control the places and price ranges that its products are advertised at.

You cannot create, publish, distribute, or print any material that makes reference to Excalibur or use our name or any of our trademarks, for any marketing or promotional materials, whether print, broadcast or electronic, without first submitting such material to Excalibur and receiving our written consent.

Excalibur has the legal right to refuse to sell, or allow any or all of its trademarked products to be sold to anyone, who in Excalibur opinion will cause any harm to the image or marketability of its products.

Relationship of Parties

Dealers are independent businesses and are not considered to be employees or any form of direct agents of Excalibur/KBI corporation. As an independent business you are in no way authorized to represent, make claims for or on behalf of Excalibur directly, written, or otherwise expressed, without previous permission from Excalibur.

Minimum Advertised Pricing (MAP)

Excalibur has built a strong reputation for quality and versatility among dehydrators. By not adhering to Excalibur's established Minimum Advertised Price (MAP) dealers can have the dramatic effect of diminishing or detracting from the perceived value of the Excalibur food dehydrators and its products. The internet, with its world wide impact, has the possibility to cause great harm to any companies' product value, if they are advertised at prices that will eliminate any legitimate retail competition Therefore, if Excalibur agrees to allow your company to sell its trade marked products in a physical store, or on the internet, You agree to abide by the following requirements and restrictions.

• You must have a physical address and telephone number as a method of contact.
• If advertising our products online you must have statement on web site that the trademarks Excalibur , Parallexx , and Paraflexx are legally owned by Excalibur/Killer Baits Inc, and are being used by permission. Trademarks that appear in any literature or text blocks must have the proper trademark symbols.
• You must not advertise Excalibur products under the Minimum Advertised Pricing (MAP). These prices are listed on our wholesale price sheet and can be adjusted by Excalibur at its sole discretion.
• The MAP pricing applies to all advertisement of Excalibur Products in all media, including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, television, radio, public signage, cook books, seminars, Internet or similar electronic media.
• MAP pricing only refers to the minimum advertised pricing. Dealers may establish there own pricing as long as it does not fall under the MAP for that particular products.
• Intentional and/or repeated failure to abide by Excalibur MAP policy will result in termination of dealership. Excalibur does not intend to do business with dealers who degrade the image of Excalibur and its products.

Modification

We reserve the right to modify any terms and conditions contained in this Agreement at any time. Dealers may terminate this association with Excalibur at any time, and Excalibur may terminate your dealership at any time, with or without cause.

Confidentiality

Each of the parties hereto agrees to keep confidential all information including, without limitation, the terms of this Agreement, terms of the MAP policy, business and financial information, product designs, customer and vendor lists; and pricing and sales information, concerning us or you.

Limitation of Liability

You hereby agree to indemnify and hold harmless Excalibur and our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees any or all of the foregoing hereinafter referred to as losses) insofar as such losses, or actions in respect thereof, arise from or are based on:

1. any failure or breach of any representation, warranty, covenant, or agreement made by you herein,
2. any misuse of our name or trademarks
3. any claim related to your website, including, without limitation, content therein not attributable to Excalibur.

If I/we do not abide by the above agreement, I/we understand that Excalibur/KBI may terminate my/our right to sell its trade marked products.

Name of Company_____________________________________________________________

Description ____________________________________________________________________

Name of Company Owner _______________________________________________________

Company Address ________________________________________________________

City ______________________________ State _____________________ Zip ___________

Phone Number ( ) ­­­____________________ Web Address __________________________

Other Web Sites Associated with your company: __________________________________________

I/We agree to abide by the above requirements and restrictions.

Signature _____ ________________________________________ Date___________________