Agency Agreement

(Broker and Seller - Exclusive Territory)

THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2002)] between [Name of
Seller] (the "Seller") of [Address of Seller] and [Name of Broker] (the "Broker") of [Address of
Broker].

WHEREAS:

(A) The Seller is a supplier of certain [Briefly Describe Products (ie. Home Cleaning)
products (the "Products") listed in Schedule "A" hereto;

(B) The Seller desires to secure the services of a Broker in [Describe Exclusive Territory of
Agent (ie. the State of Texas)] (the "Exclusive Territory") to negotiate the sales of the
Products in the Seller's name and for its account; and

(C) The Broker wishes to secure the right to negotiate sales of the Products in the Exclusive
Territory;

IN CONSIDERATION of the premises and covenants and undertakings herein contained it is

mutually agreed as follows:

1. The Seller appoints the Broker as its sole and exclusive representative for the negotiation
and sale of the Products within the Territory, subject to the terms and conditions of this
Agreement.

2. All negotiations by the Broker for the account of the Seller shall be conducted in
accordance with such prices, terms and conditions as are specified by the Seller.

3. All orders taken by the Broker shall be subject to confirmation by the Seller and it is
understood that the Broker will not obligate or commit the Seller to the sale or delivery of
any Products without the Seller's express authorization and direction.

4. The Seller agrees as follows:

(a) that the Broker shall be the sole and exclusive representative of the Seller for
negotiating sales of the Products in the Territory, and the Seller will not sell
Products in the Territory other than those negotiated by the Broker;

(b) to pay the Broker a commission of [Commission Rate (ie. 10%)] on all sales of
Products through orders procured by the Broker, to be computed on the invoice
price of the Products sold and delivered, excluding applicable taxes;

(c) not to enter into any contract with any other sales representative in the Territory
during the term of this Agreement;
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(d) to permit the Broker, during the term of this Agreement, to negotiate sales to any
and all prospective buyers of the Seller's products throughout the Territory;

(e) to ship the Products sold as the Broker may specify and as the credit of the buyers
will permit, provided that the Seller shall be given sufficient notice of the
shipments required to enable it to manufacture or secure and ship the products,
and further provided that the Seller shall not be responsible for any shipments of
Products which it is unable to fulfill for any reason not within its control;

(f) to pay the commissions specified not later than the fifteenth (15th) day of the
month following the month in which the Products were shipped to and accepted
by the buyer; and

(g) to keep the Broker fully informed of all sales and promotional policies and
programs affecting the Territory.

5. The Broker agrees as follows:

(a) to carry out in all respects the Seller's instructions with respect to the negotiations
of sales of the Products and promptly report to the Seller instances where Broker
fails to follow such instructions;

(b) promptly to report all negotiations of sales of the Products;

(c) to report to the Seller negotiations of sales with prospective buyers where credit
risks exist and to lend every assistance in effecting prompt and full payments by
buyers for all deliveries of Products sold. The final determination of credit risks as
well as any credit limits to be determined by the Seller;

(d) to regularly canvass and negotiate the trade in the Territory for the purpose of
furthering the sales of Products;

(e) to keep the Seller informed of current marketing conditions in the Territory and of
any significant changes in the Broker's own organization; and

(f) to adhere strictly to the Seller's schedule of prices, terms and conditions of sale
relating to the Products.

6. This Agreement shall commence on the effective date of this Agreement and shall remain
in full force and effect for a period of one (1) year from such date. Thereafter, this
Agreement shall be automatically renewed for additional successive periods of one (1)
year each, unless either party terminates this Agreement by written notice to the other
given not less than sixty (60) days prior to the termination date of this Agreement or any
renewal term of this Agreement.

7. It is understood and agreed that neither the Broker nor its employees shall be considered
employees of the Seller and neither party shall in any event be held liable or accountable
for any obligations incurred by the other party other than as specified in this Agreement.
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8. This Agreement, including the Schedules hereto, constitutes the entire agreement between
the parties relating to the subject matter hereof and, except as stated herein or in the
instruments and documents to be executed and delivered pursuant hereto, contain all the
representations and warranties of the respective parties relating to the subject matter
hereof.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first
above written.

[NAME OF SELLER]

[NAME OF BROKER]
 Schedule "A"
Description of Products
[Detailed Description of Products which are the subject of this Agreement)