Authorized Distributor Agreement

AUTHORIZED DISTRIBUTOR AGREEMENT


THIS AGREEMENT is made as of May 1,1997 between GE Petrochemicals, Inc., a Delaware corporation, with a place of business at 501 Avery St., Parkersburg, West Virginia (the "Company"), a wholly owned subsidiary of General Electric Company and JLM Marketing, Inc., a Delaware corporation, having the following principal office and place of business at 8675 Hidden River Parkway, Tampa, Florida 33637 (the "Distributor"):


1. APPOINTMENT, TERRITORY AND TERM


A. APPOINTMENT OF DISTRIBUTOR The Company hereby appoints the Distributor and the Distributor hereby accepts said appointment as an authorized distributor for the Company in the Territory, and grants to the Distributor the right to purchase so much of the Product as the Company shall make available for resale in the Territory pursuant to and subject to the terms and conditions of this Agreement. This Agreement does not contemplate or require the payment by the Distributor of a fee of any kind whatsoever for its appointment as an authorized distributor.


B. PRODUCT The term "Product" shall mean Styrene. The parties agree that the Company shall sell to Distributor such quantities of Product as Company may make available after servicing its internal needs, the needs of its affiliate businesses, and those of its then existing customer base. It is estimated that Company shall sell to Distributor up to 40 Million pounds of Product during the initial term of this Agreement. Distributor agrees to purchase on the terms set forth herein 100% of the Product made available by the Company for sale to Distributor. Following the first six months of the initial term hereof, Distributor shall provide a four month rolling forecast of its Product orders. In the event that the Distributor purchases less than 100% of Purchaser's forecasted amount, Distributor shall pay to Company one-half of the difference between the price set forth hereunder and any lesser price at which Company sells the unpurchased Product.


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C. TERRITORY The geographic area (the "Territory") in which the Distributor shall undertake the responsibilities specified in this Agreement is the United States. Upon ninety (90) days' prior written notice, the Company in its sole and absolute discretion reserves the right to restrict the Territory.


D. RETAINED ACCOUNTS In order to maintain an efficient distribution of the Product, the Company desires to retain certain accounts that require its direct sales participation. The Distributor agrees not to sell the Product to any of the retained direct accounts or other accounts set forth on Exhibit A to this Agreement (the "Retained Accounts"). Aside from the Retained Accounts, either party may sell to any other prospective customer, however each party recognizes that the goal of this distribution arrangement is to promote a broader and more efficient distribution of the Product.


E. TERM The term of the distributorship hereby created shall be for a period of three (3) years from May 1,1997 to April 31,1998, and shall continue on an annual basis thereafter, subject to termination by either party upon sixty (60) days prior written notice to the other party.


2. COMPANY RESPONSIBILITIES The Company shall:


- -- Sell the Product to the Distributor at such prices as shall be established by
the Company from time to time in its sole discretion for resale by the
Distributor in the Territory.


- -- Use reasonable efforts to supply such Product ordered by the Distributor in
the quantities and at the times specified by the Distributor, provided that
the Company reserves the right at any time prior to shipment to allocate its
available Product as it may determine in the exercise of its business
judgment.


- -- Provide to the Distributor information and advice relating to marketing,
advertising and packaging to the extent the Company shall determine in its
sole discretion.


- -- Extend such credit to the Distributor as the Company may, in its sole
discretion, deem appropriate, subject to change or withdrawal at any time.


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3. DISTRIBUTOR RESPONSIBILITIES


The Distributor shall:


- -- Use its best efforts to sell, advertise and promote the sale and use of the
Product throughout the Territory and to fulfill the sales targets agreed to
by the parties or established by the Company.


- -- Order and maintain adequate stocks of the Product to meet the needs of its
customers in the Territory.


- -- Furnish to the Company, in such manner and at such times as the Company may
from time to time request, financial statements and information relating to
sales and service, inventory levels, the Distributor's promotional efforts,
publicly or lawfully available information relating to competitive
activities, legal developments in the Territory (including product liability,
intellectual property, import and custom, and taxation rules to which the
Distributor becomes aware), and the Distributor's sales plans and forecasts.


- -- Pay when due all amounts owed to the Company by the Distributor as reflected
on the Company's invoices to the Distributor. The Distributor shall not pay
less than any invoiced amount unless otherwise authorized by the Company in
writing.


- -- Meet with the Company on a regular basis to review and make adjustments, as
necessary, to Distributor's sales objectives and performance.


4. STANDARD SALES TERMS AND CONDITIONS


- -- Unless otherwise agreed in writing by the Company for a given transaction or
type of transaction, the purchase and sale of all Product to the Distributor
shall be subject to the terms and conditions and the provisions of this
Agreement and to the Company's standard form of Conditions of Sale attached
hereto and made a part hereof, including any subsequent modifications of said
Conditions of Sale made in the sole discretion of the Company. Any additional
or different terms proposed by the Distributor, whether in its purchase
order, order acknowledgment, acceptance or any other manner in the purchase
and sale of the Product shall be deemed null and void and shall not be
binding upon the parties, unless specifically and expressly agreed to by the
Company in writing. In the event of any inconsistency between the provisions
of this Agreement and the Conditions of Sale, the terms of this Agreement
shall govern.


- -- All sales contracts entered into by the Distributor with its customers shall
contain terms and conditions which provide the Company with the protections
of the Warranties and Limitations of Liability contained in the Conditions of
Sale.


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- -- The price of the Product shall be determined by Company on a quarterly basis
by written notice to Distributor. The Company reserves the right to change
its prices for the Product at any time and from time to time with fifteen
(15) days prior written notice to the Distributor.


5. COMPANY TRADE NAME AND TRADEMARKS; PATENTS


- -- The Distributor acknowledges that the marks "GE PETROCHEMICALS", "GENERAL
ELECTRIC" and "GE" are the dominant features of the legal and communicative
trade names of the Company, and that the marks "GE" "GE PETROCHEMICALS" and
GENERAL ELECTRIC are the principal trademarks for the Product manufactured or
sold by the Company.


- -- The Distributor shall not in any manner use the words "General Electric" or
"GE or any imitation or variant thereof, as a part of the Distributor's trade
name, company or firm name, nor will it grant such use by any subsidiary or
affiliate to dealers, if any, appointed by the Distributor. The Distributor
shall comply at all times with the rules and regulations furnished to the
Distributor by the Company with respect to the use of such trademarks and
trade names and to express and identify properly the "Authorized Distributor"
relationship with the Company for the Product, and shall not publish, or
cause to be published, any statement or encourage or approve any advertising
or practice which might mislead or deceive the public or might be detrimental
to the good name, trademarks, goodwill or reputation of the Company or its
Product. The Distributor shall, upon request, withdraw any statement and
discontinue any advertising or practice deemed by the Company to have such
effect.


- -- The Distributor shall hold the Company harmless against any expense or loss
resulting from infringement of patents or trademarks arising from compliance
with the Distributor's designs or specifications or instructions. Except as
otherwise provided in the preceding sentence, the Company shall defend any
suit or proceeding brought against the Distributor so far as based on a claim
that any Product, or any part thereof, supplied under this contract
constitutes an infringement of any patent of the United States, if notified
promptly in writing and given authority, information and assistance (at the
Company's expense) for the defense of same, and the Company shall pay all
damages and costs awarded therein against the Distributor. In case the
Product, or any part thereof, is in such suit held to constitute infringement
and the use of the Product or part is enjoined, the Company shall at its own
expense and its option either procure for the Distributor the right to
continue using the Product, or part, or replace the same with noninfringing
Product, or modify it so it becomes noninfringing, or remove the Product and
refund the purchase price and the transportation cost thereof. The Company
shall, however, in no event be liable for any use made by the Distributor of
the Product supplied hereunder which is covered by any adversely held
patents. The foregoing states the entire liability of the Company for patent
infringement by the Product or any part thereof.


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6. PRODUCT CHANGES AND DELETIONS


Irrespective of any general contractual commitment by the Distributor to any
of its customers to furnish Product on a continuing basis, or any purchase
order placed with the Company by the Distributor, the Company reserves the
right from time to time in its absolute discretion, without thereby incurring
any liability to the Distributor with respect to any purchase order placed by
the Distributor, or otherwise, to discontinue or limit its production of any
Product, to terminate, allocate, or limit deliveries of any such Product to
Distributor, to alter the composition of any Product, or to add new and
additional Product, to substitute such altered Product for the prior Product
in filling orders, change its sales and distribution policies, and withdraw,
reissue, or amend the Product warranty or label.


7. PRIVATE INFORMATION


- -- The Distributor shall maintain in confidence and safeguard all business and
technical information which becomes available to the Distributor in
connection with this Agreement and which is either of a Company proprietary
nature or is not intended to be disclosed to others. This obligation of the
Distributor shall continue for five (5) years after expiration or termination
of this Agreement. In addition, the Distributor shall restrict access to such
information to those Distributor employees with a need to know such
information in order to perform under this Agreement. Such employees shall,
by written agreement with the Distributor, acknowledge their obligation to
protect such Company information and, upon request, the Distributor will
furnish such employee agreements to the Company.


- -- Knowledge or information of any kind disclosed by the Distributor to the
Company shall be deemed to have been disclosed without obligation on the part
of the Company to hold the same in confidence, and the Company shall have
full right to use and disclose such information without any compensation to
the Distributor beyond that specifically provided by this Agreement;
provided, however, that the Company shall maintain the confidentiality of the
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