Non - Exclusive Marketing Agency Agreement

THIS NON - EXCLUSIVE MARKETING AGENCY AGREEMENT



Made as of the 13th day of June, 2007



BETWEEN:



Wataire International Inc. a company incorporated in the

State of Washington, USA and Head Offices in California.

Suite 300, Warner Center , 21550 Oxnard Street, Woodland Hills ,CA 91367

(The "Company")



AND

Access Energy Technologies Ltd.

Suite 1100 Airport Square

1200 West 73 rd Ave

Vancouver, BC Canada V6P 6G5



(The "Agent")

The Company is the legal and beneficial owner of all right, title, intellectual property, and interest in and to the trade name, copyright, brand and trademark "Wataire" with respect to the Product as herein and after defined.



A. The Company is the legal and beneficial owner of Intellectual property and design of Water Generating Machines and has developed packaging, accessories and promotional materials for the purposes of its sale (the ?Product");


B. The Marketing Agent has requested and the Company has agreed to grant to the Agent, the distribution and marketing rights for the Wataire Branded Product on the terms and conditions hereof.


NOW THEREFORE THIS NON - EXCLUSIVE AGREEMENT TO BUILD PRIVATE LABEL PRODUCTS WITNESSES

that in consideration of the premises and mutual covenants and agreements hereinafter set forth, with the Agent and the Company the Parties agree as follows:



1.00 APPOINTMENT


1.01 The Company hereby appoints the Marketing Agent its Private Label Branded sales representative within the country of Nigeria (The "Territory") upon the terms and conditions hereinafter set forth and the Agent hereby accepts such appointment. Wataire at its sole discretion shall determine the scope of a Marketing Agent's territory based on purchases, financial capacity and other considerations for each area sought by the Agent.


1.02 Non-Exclusivity of Appointment: Providing that the Marketing Agent has not breached any provisions of this agreement and provided further that the Marketing Agent diligently and faithfully carries out the duties and obligations imposed on it by this agreement, the Marketing Agent shall, during the term of this non-exclusive agreement, and any extended period of agreement or upon renewal of this agreement, be the designated Wataire marketing Agent of the Company within the specific Territory.






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The Company, during the life of this current agreement, will not enter into an exclusive distribution agreement with another firm without first offering the current licensee the opportunity to make its own presentation and application for exclusivity. The Company's decision as to any exclusivity will be based on an objective assessment of the capabilities of any applicant to effectively represent the Company and its products to the fullest possible commercial exploitation of the Company's product offerings. In this circumstance if, in the Companies sole assessment, the Marketing Agent does not have the financial or marketing and service capacity to fulfill the needs of some Purchasers in the area ,the Company and the Marketing Agent agree to work together to complete the sale. If the Company does intervene, the Company shall negotiate a finders fee for the agent. This provision is to prevent lose of any prospective sale and insure cooperation between the Company and the Marketing Agent. The Marketing Agent shall be responsible for service work on these accounts.



1.03 Pricing Policy : While the Company does not wish to set pricing for the Marketing Agent the Company reserves the right to set Pricing for the Marketing Agent network to insure continuity and fair dealing.


1.04 Sub Agents: The company grants the right to the Marketing Agent to appoint Sales Dealers in the territory, such appointments shall be at the Marketing Agents own discretion and expense.


1.05 Sales activities: The company grants the non-exclusive rights to the Marketing Agent to market, promote and sell Private brand named products within the territory.




1.06 Sales quota: The Company reserves the right to complete sales in the territory if as above (1.02) in the Companies assessment the Marketing Agent is not satisfactorily serving prospective Buyers. The Company agrees that any sales or orders it generates directly or indirectly within the territory, or for use and operation within the territory will be counted as part of the Marketing Agents required sales quota.


Customer Inquiries.



The Company covenants and agrees that all inquiries with respect to, or orders for, Wataire brand Products received by the Company for the Territory, may be referred to the Marketing Agent for the Marketing Agent's attention in accordance with the terms of this agreement.



The Marketing Agent covenants and agrees that all inquiries with respect to, or orders for the Product received by the Agent from outside of the Territory shall be referred to the Company for the attention of the Company or other agents of the Company.





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2.00 TERM


The term of this non-exclusive agreement shall be for an initial period of 180 days and will commence immediately upon execution of this agreement.



Renewal.

The Company and the Marketing Agent agree to negotiate an extension to this agreement if within the term of this agreement, the Marketing Agent is in the effective cause of completing the terms contained within.



3. OBLIGATIONS OF THE AGENT


During the term of this agreement the Marketing Agent shall use his best efforts to advertise and promote the private branded sale of the Products of the Company and to make regular and sufficient contact with the present and prospective customers of the Company in the Territory.



3.01 Upon request, supply the Company with quarterly records of all contacts made by the Marketing Agent's representatives in the Territory. Supply the Company with records of all contacts made by the Marketing Agent ?s representatives, to present and prospective customers of the Company in the Territory, including the manner of such contacts; and


3. 02 The Marketing Agent assumes all responsibilities and expenses for "After Sales Service", and must work towards stocking a minimum quantity of replacement parts equal to 3-4% of their projected sales volume. The Company ...