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Consulting Agreement

This is an actual contract by Puro Water Group.
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Sectors: Retail
Effective Date: January 28, 1994
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January 28, 1994

Puro Corporation of America 56-45 58th Street Maspeth, NY 11378

Re: Peter T. Dixon and
Puro Corporation of America


This will confirm the arrangements, terms and conditions, whereby Peter T. Dixon (hereinafter referred to as the "Consultant") shall serve as investment banker and financial advisor to Puro Corporation of America (hereinafter referred to as the "Company") for the period set forth below. The undersigned hereby agree to the following terms and conditions:

1. Consulting Services. From the date hereof through January __, 1999, the Consultant shall provide to the Company investment banking services, including advice with respect to mergers or acquisitions, or sales of all or part of the Company; and advice regarding financial strategy, debt and equity offerings, capital structure, and other financial matters. Without limiting the generality of the foregoing, this agreement relates to assistance to the Company in developing, studying
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