Exclusive Manufacturing Agreement

Exhibit 10.3

EXCLUSIVE MANUFACTURING AGREEMENT



THIS EXCLUSIVE MANUFACTURING AGREEMENT is made as of the 1st day of August, 2008 by and between SMITH YOUNG AND ASSOCIATES, INC., a Colorado Corporation, its successors, affiliates, and assigns, Morton Weisbrot an individual residing in the State of Arizona, his successors, and assigns (hereinafter all collectively referred to as the "Licensee") and, FUEL CONCEPTS LLC, an Ohio Limited Liability Company, its successors, affiliates, and assigns (hereinafter all collectively referred to as the "Manufacturer"). Sometimes referred to herein collectively as "the parties".



NOW, THEREFORE , in consideration of the promises hereinafter made by the parties hereto, it is agreed as follows:



ARTICLE I

APPOINTMENT OF MANUFACTURER



1. Manufacturing Right . Licensee hereby appoints and grants Manufacturer the exclusive world-wide non-assignable right to manufacture products for Licensee defined in the "Current Price List" as set forth in " Exhibit "A" attached hereto.



2. Prices . All pric es stated are listed in the "Current Price List" as set forth in " Exhibit A" attached hereto. Said prices are listed at Manufacturer 's actual cost to produce each individual unit of products listed in the "Current Price List" as set forth in " Exhibit A" attached hereto and do not include transportation or shipping costs of any kind or federal, state or local taxes of any kind or nature.



3. Terms . All Purchase Orders submitted to Manufacturer shall be paid in full with in Seven (7) business days of submission of the Purchase Order.



4. Title to Products . Title to the Products shall at all times remain with Licensee. Manufacturer shall at no time, have any right, title and interest of any kind in products manufactured under this Agreement.



5. Quality Control.







(a) Manufacturer shall cause all products submitted to Manufacturer by Licensee for production under this Agreement, to be manufactured in strict accordance with Licensee's exact product specifications and shall institute and comply with all quality control procedures necessary to meet such requirements. All product manufactured under this Agreement that do not meet or exceed Licensee's product specifications shall either be replaced or repaired in accordance with Article VI of this Agreement.



(b) In the event that Manufacturer shall fail to manufacture Licensee's products in accordance with Licensee's exact product specifications and Quality Control requirement of any specific PO, the circumstances of which would cause the specific PO to have a failure of .003% or greater of the total number of units ordered per that specific PO more three (3) times during the term of this Agreement, this Agreement shall automatically and without further notice, convert to a NON-EXCLUSIVE




















(c) Manufacturing Agreement and Licensee shall have full rights to manufacture its products with any other manufacturer that Licensee may deem appropriate. Failure is defined as the products inability to adjust and maintain the desired flow of gasoline as specified by the Manufacturer.



ARTICLE III

DELIVERY



1. Purchase Orders and Delivery Requirements .







(a) Licensee shall order all products to be manufactured by written notice (The " Purchase Order" hereinafter collectively referred to as the ?PO") to Manufacturer. Each PO submitted to Manufacturer shall specify the number of units to be manufactured, the type of units to be manufactured, which shall be identified by the model number designations as indicated in the Price List as set forth in " Exhibit A" attached hereto and include the desired method of shipment and delivery date requirements. Manufacture shall indicate its acceptance of each PO submitted under this Agreement by returning a signed, accepted copy to Licensee within 24 hours of submission by Licensee.



(b) In the event that Manufacturer is unable to meet the specific delivery requirements set forth in any PO submitted, Manufacturer shall notify Licensee in writing no later then three (3) days from the receipt of the PO and request a delivery modification. All delivery modifications must be approved, in writing by Licensee prior to the commencement and fulfillment of the specific PO.



(c) In the event that Manufacturer is unable to meet the delivery requirement of any specific PO, the circumstances of which would cause the delivery and fulfillment of the specific PO to be delayed by thirty (30) days or more, Licensee shall have the write to seek an outside manufacturer to manufacture the specific PO.



(d) In the event that Manufacturer is unable to meet the delivery requirement of any specific PO, the circumstances of which would cause the delivery and fulfillment of the specific PO to be delayed by thirty (30) days three (3) times during the term of this Agreement, this Agreement shall automatically and without further notice, convert to a NON-EXCLUSIVE Manufacturing Agreement and Licensee shall have full rights to manufacture its products with any other manufacturer that Licensee may deem appropriate.



2. Shipping and Transportation of Manufactured Products.







(a) Manufacturer shall ship units to Licensee in accordance with the delivery requirement set forth in each PO as accepted by Manufacturer.



(b) All shipments of Product shall be made Fright On Board (herein after referred to "FOB") Manufacturer's facilities and liability for loss or damage in transit, shall stay with Manufacturer until such time as delivery of Product, as defined in each individual PO, reaches its final port of delivery.



(c) Licensee shall bear all costs of transportation, insurance, import duties, tariffs, taxes and docking fees and will promptly reimburse Manufacturer if Manufacturer prepays or otherwise pays for such expenses.


















(d) Manufacturer shall not be in default by reason of any failure in its performance under this Agreement if such failure results from, whether directly or indirectly, fire, explosion, strike, freight embargo, Act of God or of the public enemy, war, civil disturbance, act of any government, dejure or de facto, or agency or official thereof, material or labor shortage, transportation contingencies, unusually severe weather, default of any other manufacturer or a supplier or subcontractor, quarantine, restriction, epidemic, or catastrophe.



(e) Licensee shall be responsible for all costs from the port of delivery to their containment facility for purchase orders.



3. Cancellation . Licensee shall have the right to cancel any specific PO upon three (3) business days written notice to Manufacturer from the date of issuance of the original PO.



ARTICLE VI

WARRANTY

1. Product Warranty.







(a) Manufacturer warrants that Licensee shall acquire all Product purchased hereunder free and clear of any and all liens and encumbrances of any kind or nature, expressed or implied, whether in law or by contract.



(b) Manufacturer warrants all Product manufactured under this Agreement shall be free from defects in materials, workmanship, manufacturing or fabrication under normal use and service for a period of ninety (90) days from the date of delivery as provided under Section 2(a) of Article III of this Agreement.



(c) All repair covered by this warranty shall be done at Manufacturer's facilities, or other such warranty repair facilities designated by Manufacturer.



(d) Any defect corrected within ninety (90) days and found to be within this scope of the warranty shall be repaired or replaced by Manufacturer in a timely manor and witho ...