<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
[_] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE
EXCHANGE ACT
For the transition period from ____________________ to ____________________
Commission file number: 000-28112
MOTORVAC TECHNOLOGIES, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
STATE OF DELAWARE 33-0522018
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1431 S. VILLAGE WAY
SANTA ANA, CALIFORNIA 92705
(Address of Principal Executive Offices)
(714) 558-4822
(Issuer's Telephone Number, Including Area Code)
N/A
- - --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes No X
----- -----
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Title Date Outstanding
Common Stock, $.01 par value May 31, 1996 4,404,918
Transitional Small Business Disclosure Format (check one);
Yes No X
----- -----
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOTORVAC TECHNOLOGIES, INC
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
Pro forma debt
and stockholders'
equity
DECEMBER 31, MARCH 31, MARCH 31,
1995 1996 1996
------------ ------------- ----------------
<S> <C> <C> <C>
ASSETS
------
CURRENT ASSETS
Cash $ 5,008 $ 3,028
Accounts receivable, net of allowance for doubtful accounts of $186,599
(December 31,1995) and $43,394 (March 31, 1996) 773,329 $ 1,281,955
Inventories, net 1,109,250 1,214,364
Other Current Assets 166,778 417,877
----------- -----------
Total Current Assets 2,054,365 2,917,224
PROPERTY AND EQUIPMENT, net 288,527 276,863
INTANGIBLE ASSETS, (net of accumulated amortization of $152,095
(December 31, 1995) and $243,317 (March 31, 1996) 1,672,348 1,581,126
OTHER ASSETS 25,000 25,000
----------- -----------
$ 4,040,240 $ 4,800,213
=========== ===========
LIABILITIES AND STOCKHOLDERS (DEFICIENCY) EQUITY
CURRENT LIABILITIES
Accounts payable and other accrued liabilities $ 1,364,490 $ 1,520,059
Accrued interest-related parties 649,901 795,804
Amounts payable to licensor 219,250 195,194
----------- -----------
Total current liabilities 2,233,641 2,511,057
AMOUNTS PAYABLE TO LICENSOR 219,295 219,295
NOTES PAYABLE TO RELATED PARTIES 5,273,872 6,053,872 1,643,572
COMMITMENTS AND OTHER CONTINGENCIES
STOCKHOLDERS' (DEFICIENCY) EQUITY
Cumulative Series A preferred stock ($.01 par); 95,295 shares
authorized and outstanding. (liquidation preference $4,764,750) 953 953 0
Cumulative Series B preferred stock ($.01 par); 55,000 shares
authorized 54,300 shares outstanding,
(liquidation preference $2,715,000) 543 543 0
Common Stock, $.01 par value; 10,000,000 shares authorized;
948,000 shares issued and outstanding 9,480 9,480 44,049
Additional paid in capital 6,995,448 6,995,448 16,046,833
Accumulated deficit (10,692,992) (10,990,435) (10,990,435)
----------- ----------- -----------
Total Shareholders' (deficiency) equity (3,686,568) (3,984,011) 5,100,447
----------- ----------- -----------
$ 4,040,240 $ 4,800,213 9,474,371
=========== =========== ===========
</TABLE>
<PAGE>
MOTORVAC TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
----------- -----------
MARCH 31 MARCH 31
1996 1995
----------- -----------
<S> <C> <C>
NET SALES 1,347,529 1,033,880
COST OF SALES 537,751 595,136
----------- -----------
GROSS PROFIT 809,778 438,744
OPERATION EXPENSES
Selling, General and Administrative Expenses 947,224 1,152,144
Research and Development Expenses 14,132 136,369
----------- -----------
961,356 1,288,513
----------- -----------
LOSS FROM OPERATIONS (151,578) (849,769)
INTEREST EXPENSE-RELATED PARTIES 145,865 112,308
----------- -----------
LOSS BEFORE PROVISION FOR INCOME TAXES (297,443) (962,077)
PROVISION FOR INCOME TAXES 0 0
----------- -----------
NET LOSS (297,443) (962,077)
=========== ===========
SUPPLEMENTAL DATA (NOTE 3)
Historical Loss (297,443)
Proforma reduction in interest expense 145,865
-----------
PRO FORMA NET LOSS (151,578)
===========
NET LOSS PER COMMON SHARE (0.03)
===========
COMMON AND COMMON EQUIVALENT SHARES 4,438,523
===========
</TABLE>
<PAGE>
MOTORVAC TECHNOLOGIES, INC
CONSOLIDATED STATEMENT OF CASH FLOW
<TABLE>
<CAPTION>
Three Months Ended
----------- ----------
MARCH 31 MARCH 31
1996 1995
---------- ----------
<S> <C> <C>
CASH FLOW FROM OPERATION ACTIVITIES:
Net Loss (297,443) (962,077)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 115,197 45,719
Net change in operation assets and liabilities:
Accounts receivable (508,626) 212,285
Inventories (105,114) 36,093
Other current assets, intangibles and other assets (251,099) (102,890)
Accounts payable and other current liabilities 277,416 (169,222)
-------- --------
net cash used in operating activities (769,669) (940,092)
-------- --------
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of equipment (12,311) (10,671)
CASH FLOW FROM FINANCING ACTIVITIES
proceeds from issuance of notes payable to related parties 780,000 740,264
(Increase) decrease in receivable from licensor 0 167,332
-------- --------
net cash provided by financing activities 780,000 907,596
NET INCREASE (DECREASE) IN CASH (1,980) (43,167)
CASH, Beginning of period 5,008 60,363
-------- --------
CASH, End of period 3,028 17,196
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid 0 0
======== ========
Income taxes paid 0 0
======== ========
</TABLE>
<PAGE>
MOTORVAC TECHNOLOGIES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. Basis of Presentation:
----------------------
The information set forth in these financial statements as of March 31,
1996 is unaudited and may be subject to normal year-end adjustments. In the
opinion of management, the unaudited financial statements reflect all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the financial position of MotorVac Technologies, Inc. (the
"Company" or "MTI") for the period indicated. Results of operations for the
interim period ended March 31, 1996 are not necessarily indicative of the
results of operations for the full fiscal year.
Certain amounts in the prior years' Consolidated Financial Statements have
been reclassified to conform to the current fiscal year's presentation.
Certain information normally included in footnote disclosures to the
financial statements has been condensed or omitted in accordance with the
rules and regulations of the Securities and Exchange Commission.
2. Initial Public Offering
-----------------------
On May 1, 1996, the Company completed an initial public offering of
1,100,000 shares of its common stock at $5.375 per share, netting proceeds
to the Company, after underwriter's discounts and expenses, of
approximately $5,143,875. Proceeds to the Company were used to repay
approximately $836,000 of accrued interest and approximately $124,000 of
offering expense reimbursement to the Company's major shareholder. The
remaining proceeds are anticipated to be used to expand the Company's
advertising and marketing efforts, acquire related products or product
lines, and for working capital and are anticipated to remove any dependency
on Erin Mills International Investment Corporation for further funding in
the foreseeable future.
3. Pro Forma Data
--------------
Pro Forma Net Loss
Pro forma net loss represents the results of operations adjusted to reflect
the impact of the elimination of interest expense related to the $4,410,300
in debt due Erin Mills International Investment Corporation ("EMIIC"), a
related party, and The WH & NC Eighteen Corporation ("WH & NC"), an
affiliate of EMIIC, which was exchanged for common stock immediately prior
to the consummation of the initial public offering.
Pro Forma Net Loss Per Share
Historical net income per common share is not presented because it is not
indicative of the ongoing entity. Pro forma net loss per share has been
computed by dividing pro forma net loss by the weighted average number of
shares of common stock outstanding during the period.
4. Litigation
----------
Litigation
As of March 31, 1996, the Company is involved in various lawsuits, claims
and inquiries arising from transactions entered into in the ordinary course
of business. While the Company's future liability with respect to these
matters cannot be predicted with certainty, it is the opinion of the
management, after consultation with outside counsel, that any liability
from lawsuits or claims known to the Company, whether asserted or
unasserted would not have a material adverse effect on the financial
position or operations of the Company.
<PAGE>
Pro Forma Stockholders Equity Information
Pro forma debt and stockholders equity as of March 31, 1996 has been
presented to reflect (i) the sale by the Company of 1,100,000 shares of
common stock at the initial public offering price of $5.375 per share, and
the application of the net proceeds of approximately $5,143,875 generated
therefrom, (ii) the conversion of all the issued and outstanding shares of
Series B Preferred Stock (including all accrued dividends thereon) into
570,150 shares of common stock, (iii) the exchange by EMIIC of
approximately $4,410,000 principal amount of indebtedness for 820,521
shares of common stock at the per share initial public offering price, and
(iv) the conversion of 95,295 shares of issued and outstanding Series A
Preferred Stock (including all accrued dividends thereon) held by EMIIC and
an individual into 966,247 shares of common stock based on the $50.00 per
share liquidation preference of such shares of Series A Preferred Stock at
the initial public offering price.
<PAGE>
MOTORVAC TECHNOLOGIES, INC.
---------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
GENERAL
MotorVac Technologies, Inc. (the "Company") designs, develops,
assembles, markets and sells the MotorVac CarbonClean System for the diagnosis,
maintenance and repair of internal combustion engine fuel systems primarily for
the automotive after-market repair and service industry. The Company markets and
sells its fuel system cleaning machines and detergents through various
distribution channels, both in the United States and Canada ("Domestic") under
the trade name MotorVac, and outside the United States and Canada
("International") under the trade name CarbonClean.
The following discussion and analysis addresses the results of the
Company's operations for the three months ended March 31, 1996, as compared to
the Company's results of operations for the three months ended March 31, 1995.
On May 1, 1996, the Company consummated an initial public offering (the "IPO")
of 1,100,000 shares of its common stock, resulting in gross proceeds (net of
discounts and commissions) of approximately $5,912,500. Since the closing of the
IPO was after the period covered in this report, the Company's results and the
following discussion do not reflect the IPO unless noted otherwise.
This Quarterly Report on Form 10-QSB contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), and the
Company intends that such forward-looking statements be subject to the safe
harbors created thereby. The Company may experience significant fluctuations in
future operating results due to a number of factors, including, among other
things, the size and timing of customer orders, new or increased competition,
delays in new product enhancements and new product introductions, quality
control difficulties, changes in market demand, market acceptance of new
products, product returns, seasonality in product purchases by distributors and
end users, and pricing trends in the automotive after-market industry in
general, and in the specific markets in which the Company is active. Any of
these factors could cause operating results to vary significantly from prior
periods. Significant variability in orders during any period may have a material
adverse impact on the Company's cash flow or work flow, and any significant
decrease in orders could have a material adverse impact on the Company's results
of operations and financial condition. As a result, the Company believes that
period-to-period comparisons of its results of operations are not necessarily
meaningful and should not be relied upon as any indication of future
performance. Fluctuations in the Company's operating results could cause the
price of the Company's Common Stock to fluctuate substantially.
Assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic, competitive and market conditions, all
of which are difficult or impossible to predict accurately, and many of which
are beyond the control of the Company. In addition, the business and operations
of the Company are subject to substantial risks which increase the uncertainty
inherent in the forward-looking statements. In light of the significant
uncertainties inherent in the forward-looking information included herein, the
inclusion of such information should not be regarded as a representation by the
Company or any other person that the objectives or plans of the Company will be
achieved.
RESULTS OF OPERATIONS
Comparison of Three Months Ended March 31, 1996 and 1995
Net Sales. Net sales for the three months ended March 31, 1996
----------
increased $313,649 (approximately 30.3%) to $1,347,529 from $1,033,880 for the
three months ended March 31, 1995. The primary reason for this increase was a
large order from Asia which was shipped in March.
For the three months ended March 31, 1996, Domestic sales were
$386,784 and International sales were $960,745. For the three months ended March
31, 1995, Domestic and International sales were $370,523 and $663,357
respectively.
The Company had no material backlog at either March 31, 1996 or March
31, 1995.
<PAGE>
Gross Profit. Gross profit for the three months ended March 31, 1996
-------------
increased by $371,034 (approximately 91.4%) to $809,778 from $438,744 for the
three months ended March 31, 1995. The first quarter gross margin changed due
to a shift in product mix from engine cleaning systems sales to detergent sales,
which generally has a higher gross margin.
Operating Expenses. Selling, general and administrative expenses
-------------------
for the three months ended March 31, 1996 decreased by $240,920 (approximately
20.9%) to $947,224 from $1,152,144 for the three months ended March 31, 1995.
This decrease reflects reductions in various expenses, including royalties,
commissions, advertising, marketing and administrative expenses due to the
effect of management expense control initiatives and the purchase of certain
intellectual property rights from Enviromotive, Inc. ("EMI").
Research and development expenses for the three months ended March 31,
1996 decreased by $122,237 (approximately 91.7%) to $14,132 from $136,369 for
the three months ended March 31, 1995. These savings reflect the fact that the
Company was developing a number of products last year, now substantially
completed.
Loss From Operations. As a result of all of the above, the loss from
---------------------
operations for the three months ended March 31, 1996 improved by $698,191
(approximately 82.1%) to a loss of $151,578 from a loss of $849,769 for the
three months ended March 31, 1995.
Interest. Interest expense for the three months ended March 31, 1996
---------
increased by $33,557 (approximately 29.9%) to $145,865 from $112,308 for the
three months ended March 31, 1995. The increase in interest expense is
primarily due to the increase in borrowings from Erin Mills International
Investment Corporation ("EMIIC") and an affiliate. At March 31, 1996, the
Company had notes payable to EMIIC and an affiliate of EMIIC of $6,053,872
versus $3,603,872 at March 31, 1995. As of May 1, 1996, $4,410,300 of these
notes payable were exchanged for common stock.
Net Loss. The net loss for the three months ended March 31, 1996
---------
improved by $664,634 (approximately 69.1%) to $297,443 from a net loss of
$962,077 for the three months ended March 31, 1995.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996, the Company had working capital of $380,111. At
December 31, 1995, the Company had a working capital deficit of $179,276.
For the Three Months Ended March 31, 1996
- - -----------------------------------------
Cash at January 1, 1996 was $5,008. Cash used in operating activities
during the three months ended March 31, 1996, which includes current assets and
current liabilities, was $768,699. Cash used in investing activities during this
period was $13,281, which primarily represented the purchase of computer
equipment. Cash flow from financing activities was $780,000 which consisted of
proceeds from the issuance of notes payable to EMIIC and related parties. The
net decrease in cash for the three months ended March 31, 1996 was $1,980,
resulting in ending cash of $3,028.
For the Three Months Ended March 31, 1995
- - -----------------------------------------
Cash at January 1, 1995 was $60,363. Cash used in operating activities
during the three months ended March 31, 1995 was $940,092. Cash used in
investing activities was $10,671 which primarily represented the purchase of
fixed assets. Cash received from financing activities was $907,596. Of this
amount, $740,264 represents proceeds from the issuance of notes to EMIIC and an
affiliate, and $167,332 represents a decrease in receivable from EMI.
<PAGE>
BALANCE SHEET AND PRO FORMA DEBT AND STOCKHOLDERS EQUITY
As stated above, the Company consummated its IPO on May 1, 1996. This
transaction is reflected in the pro forma debt and equity balance sheet
reflecting (i) the sale by the Company of 1,100,000 shares of common stock at
the initial public offering price of $5.375 per share, and the application of
the net proceeds of approximately $5,143,875 generated therefrom, (ii) the
conversion of all the issued and outstanding shares of Series B Preferred Stock
(including all accrued dividends thereon) into 570,150 shares of common stock,
(iii) the exchange by EMIIC of approximately $4,410,000 principal amount of
indebtedness for 820,521 shares of common stock at the per share initial public
offering price, and (iv) the conversion of 95,105 and 190 shares of issued and
outstanding Series A Preferred Stock (including all accrued dividends thereon)
held by EMIIC and an individual respectively into 964,321 and 1,926 shares of
common stock, respectively, based on the $50.00 per share liquidation preference
of such shares of Series A Preferred Stock at the initial public offering price.
The proceeds of the IPO are anticipated to be sufficient to remove the Company's
dependency on EMIIC for further funding in the foreseeable future.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On May 24, 1996, the Company was served with a complaint by its former
Australian distributor in a matter entitled DeCarbon Australia Pty. Ltd. v.
-------------------------------
MotorVac Technologies, Inc. (Case No. 764248) in the Superior Court of the State
- - ---------------------------
of California, County of Orange. The complaint is for damages which are alleged
to be in excess of $50,000,000 on a variety of claims, including alleged breach
of contract, breach of the implied covenant of good faith and fair dealing,
intentional misrepresentation, fraud, negligent misrepresentation, intentional
and negligent interference with contractual relations, intentional and negligent
interference with prospective economic advantage, unfair business practices,
unfair competition and other matters. In addition, the complaint seeks
declaratory relief and imposition of a constructive trust. The plaintiff in that
matter has also requested punitive damages, interest, attorneys' fees and costs
of suit. The Company is still in the process of reviewing the allegations in the
complaint; however, the Company intends to defend this matter vigorously. The
foregoing matter arises out of the Company's termination of its distributor
relationship with the Company's former Australian distributor in March 1996 on
account of the breach by such former distributor of its obligations under its
distribution contract and is alleged by the former distributor to also arise out
of matters related to the entering into of the distribution agreement.
Reference is hereby made to the discussion under the heading "Legal
Proceedings" contained on page 38 of the Company's Prospectus dated April 25,
1996 with regard to the action filed by the Company in the United States
District Court of the Northern District of Ohio, Eastern Division, against
Richard R. Green, individually and doing business as P&R Equipment Company,
Gregory M. Phillips, C.S.P. International, Inc. and certain other defendants,
and the counterclaim filed by certain of the defendants in connection with such
proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Effective February 26, 1996, a majority of the stockholders of the
Company adopted, by written consent, an Amendment and Restatement of the
Certificate of Incorporation and Bylaws of the Company and approved a 1996 Stock
Incentive Award Plan and a 1996 Directors Stock Plan. The foregoing action by
written consent was effected prior to the consummation of the Company's IPO on
May 1, 1996.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) 3.1 Amended and Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit No. 3.1 to the Registrant's Registration
Statement on Form SB-2 filed with the Securities and Exchange Commission (the
"SEC") on February 29, 1996 (the "Form SB-2"). 3.2 Third Amended and Restated
Bylaws of Registrant (incorporated by reference to Exhibit No. 3.2 to the Form
SB-2).
3.3 Amendment to the Third Amended and Restated Bylaws of Registrant
(incorporated by reference to Exhibit No. 3.3 to Amendment No. 1 to the Form SB-
2 filed with the SEC on March 29, 1996) (the "Amendment No. 1 to Form SB-2").
4.1 Form of Underwriter's Warrant Agreement by and between the
Registrant and Meridian Capital Group, Inc. (incorporated by reference to
Exhibit No. 4.1 to Amendment No. 2 to Form SB-2 filed with the SEC on April 25,
1996) (the "Amendment No. 2 to Form SB-2").
4.2 Form of certificate evidencing shares of Registrant's common
stock (incorporated by reference to Exhibit No. 4.2 to Amendment No. 1 to Form
SB-2).
10.1 Letter Agreement dated February 12, 1996 between the Registrant
and Enviromotive, Inc. and International Turbo Center, Inc. (incorporated by
reference to Exhibit 10.26 to Form SB-2).
10.2 1996 Stock Incentive Award Plan of Registrant (incorporated by
reference to Exhibit 10.33 to Form SB-2).
10.3 Form of 1996 Director Nonqualified Stock Option Agreement
(incorporated by reference to Exhibit 10.34 to Form SB-2).
10.4 Form of 1996 Employee Nonqualified Stock Option Agreement
(incorporated by reference to Exhibit 10.35 to Form SB-2).
10.5 1996 Director Stock Plan of Registrant (incorporated by reference
to Exhibit 10.36 to Form SB-2).
10.6 Amended and Restated Employment Agreement dated March 21, 1996
between the Registrant and Allan T. Maguire (incorporated by reference to
Exhibit 10.50 to Amendment No. 1 to Form SB-2).
10.7 Amendment to Stockholders Voting Agreement dated March 8, 1996 by
and among the Registrant, Erin Mills International Investment Corporation,
George H. David and Robert G. Reese (incorporated by reference to Exhibit 10.52
to Amendment No. 1 to Form SB-2).
10.8 Purchase Agreement dated February 22, 1996 but made effective as
of December 31, 1995 by and among the Registrant, International Turbo Center,
Inc. and Enviromotive, Inc. (incorporated by reference to Exhibit 10.53 to
Amendment No. 1 to Form SB-2).
10.9 MotorVac Technologies, Inc. Cash Bonus Plan (incorporated by
reference to Exhibit 10.54 to Amendment No. 2 to Form SB-2).
10.10 Letter Agreement dated April 5, 1996 between the Registrant and
Shrader Packaging Co., Inc. amending the Exclusive Supply Agreement and granting
a right of first refusal to the Registrant (incorporated by reference to Exhibit
10.55 to Amendment No. 2 to Form SB-2).
10.11 Products Distribution Agreement dated May 1, 1996 by and between
the Registrant and Sun Electric De Mexico, S.A. De C.V., covering the territory
of Mexico.
11.1 Statement of Calculation of Pro Forma Net Loss Per Share.
27.1 Financial Data Schedule in accordance with Article 5 of
Regulation SX.
<PAGE>
MOTORVAC TECHNOLOGIES, INC.
--------------------------
EXHIBIT INDEX
-------------
3.1 Amended and Restated Certificate of Incorporation (incorporated herein
by reference to Exhibit No. 3.1 to the Registrant's Registration Statement on
Form SB-2 filed with the Securities and Exchange Commission (the "SEC") on
February 29, 1996 (the "Form SB-2").
3.2 Third Amended and Restated Bylaws of Registrant (incorporated by
reference to Exhibit No. 3.2 to the Form SB-2).
3.3 Amendment to the Third Amended and Restated Bylaws of Registrant
(incorporated by reference to Exhibit No. 3.3 to Amendment No. 1 to the Form
SB-2 filed with the SEC on March 29, 1996) (the "Amendment No. 1 to Form SB-2").
4.1 Form of Underwriter's Warrant Agreement by and between the Registrant
and Meridian Capital Group, Inc. (incorporated by reference to Exhibit No. 4.1
to Amendment No. 2 to Form SB-2 filed with the SEC on April 25, 1996) (the
"Amendment No. 2 to Form SB-2").
4.2 Form of certificate evidencing shares of Registrant's common stock
(incorporated by reference to Exhibit No. 4.2 to Amendment No. 1 to Form SB-2).
10.1 Letter Agreement dated February 12, 1996 between the Registrant the
Enviromotive, Inc. and International Turbo Center, Inc. (incorporated by
reference to Exhibit 10.26 to Form SB-2).
10.2 1996 Stock Incentive Award Plan of Registrant (incorporated by
reference to Exhibit 10.33 to Form SB-2).
10.3 Form of 1996 Director Nonqualified Stock Option Agreement (incorporated
by reference to Exhibit 10.34 to Form SB-2).
10.4 Form of 1996 Employee Nonqualified Stock Option Agreement (incorporated
by reference to Exhibit 10.35 to Form SB-2).
10.5 1996 Director Stock Plan of Registrant (incorporated by reference to
Exhibit 10.36 to Form SB-2).
10.6 Amended and Restated Employment Agreement dated March 21, 1996 between
the Registrant and Allan T. Maguire (incorporated by reference to Exhibit 10.50
to Amendment No. 1 to Form SB-2).
10.7 Amendment to Stockholders Voting Agreement dated March 8, 1996 by and
among the Registrant, Erin Mills International Investment Corporation, George H.
David and Robert G. Reese (incorporated by reference to Exhibit 10.52 to
Amendment No. 1 to Form SB-2).
10.8 Purchase Agreement dated February 22, 1996 but made effective as of
December 31, 1995 by and among the Registrant, International Turbo Center, Inc.
and Enviromotive, Inc. (incorporated by reference to Exhibit 10.53 to Amendment
No. 1 to Form SB-2).
10.9 MotorVac Technologies, Inc. Cash Bonus Plan (incorporated by reference
to Exhibit 10.54 to Amendment No. 2 to Form SB-2).
<PAGE>
10.10 Letter Agreement dated April 5, 1996 between the Registrant and
Shrader Packaging Co., Inc. amending the Exclusive Supply Agreement and granting
a right of first refusal to the Registrant (incorporated by reference to Exhibit
10.55 to Amendment No. 2 to Form SB-2).
10.11 Products Distribution Agreement dated May 1, 1996 by and between the
Registrant and Sun Electric De Mexico, S.A. De C.V., covering the territory of
Mexico.
11.1 Statement of Calculation of Pro Forma Net Loss Per Share.
27.1 Financial Data Schedule in accordance with Article 5 of Regulation SX.
<PAGE>
EXHIBIT 10.11
MOTORVAC TECHNOLOGIES, INC.
PRODUCTS DISTRIBUTION AGREEMENT
THIS PRODUCTS DISTRIBUTION AGREEMENT ("AGREEMENT") is made and entered into
this 1st day of May , 1996, by and between MOTORVAC
--------- ---------------
TECHNOLOGIES, INC., a Delaware Corporation ("MTI"), with its principal place of
business located at 1431 S. Village Way, Santa Ana, California, U.S.A. and SUN
ELECTRIC DE MEXICO, S.A. DE C.V. ("Distributor") with its principal place of
business located at Avenida Presidente Juarez, #2016, Colonia Ind. Puente De
Vigas, 54070 Tlalnepantla, Edo de Mexico, with reference to the following facts:
RECITALS
--------
A. MTI markets a range of products and replacement parts for cleaning gasoline
and diesel engines that are sold under the brand names listed in the
schedule attached hereto as Exhibit A, hereinafter referred to as the
"Products."
B. Distributor hereby represents that it possesses the facilities and ability
to promote the sale and distribution of the Products, in accordance with
the Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and
agreements contained herein, the parties hereto hereby agree as follows:
1. APPOINTMENT OF SOLE AND EXCLUSIVE DISTRIBUTOR:
----------------------------------------------
a. The territory (the "Territory") covered by this Agreement is Mexico.
(I) For the term of this Agreement and in accordance with all of the
terms, and subject to the conditions herein set forth, MTI hereby
appoints Distributor as the sole and exclusive distributor for
the sale and distribution of the Products within the Territory.
b. Distributor hereby accepts its appointment as a distributor of the
Products to develop a demand for, and to the best of its ability, sell
and distribute the Products within the Territory, and Distributor
hereby represents and warrants that it will make all sales hereunder
in accordance with the terms contained in this Agreement.
Distributor's obligations under this Agreement shall include, but not
be limited to:
(I) Establishing and maintaining Distributor facilities located
within the Territory for display and demonstration of the
Products;
INITIAL:_______
_______
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
1
<PAGE>
(ii) Hiring, training and maintaining adequately trained sales and
technical personnel to develop a market and service the demand
for the Products in the Territory:
(iii) Undertaking advertising campaigns and trade shows;
(iv) Concurrent with execution hereof, Distributor shall provide to
MTI an Annual Minimum Performance Goal ("Annual Goal"), which
Annual Goal represents the minimum amount of Products to be
purchased by the Distributor from MTI for the first year of
this Agreement. The Distributor agrees that the Annual Goal
shall be required to be purchased by Distributor from MTI as
follows:
(a) 50% of the Annual Goal or greater must be purchased during
the first 180 days of this Agreement and subsequent years
of this Agreement (the "First 180-Day Goal"), and the
balance of the Annual Goal must be purchased during the
second 180 days of this Agreement and subsequent years of
this Agreement (the "Second 180-Day Goal") (collectively
called the "Annual Goal"), which Annual Goal shall be
deemed to be added to Section 3b of this Agreement. During
the remainder of the term of this Agreement, the
Distributor shall provide MTI with an Annual Goal for all
subsequent years, and such Annual Goals shall be delivered
to MTI at least 60 days in advance of the start of each
respective year. All Annual Goals are subject to
acceptance by MTI at its sole discretion. In the event
that MTI does not accept the Annual Goal set by the
Distributor, MTI and the Distributor shall attempt to come
to an agreement on an Annual Goal. In the event that (A)
the Distributor does not timely deliver an Annual Goal to
MTI or (B) MTI does not accept an Annual Goal set by the
Distributor, or MTI and the Distributor are unable to
agree upon a replacement Annual Goal, within 30 days of
the date that the Distributor communicates the Annual Goal
to MTI (collectively, an "Annual Goal Default"), then MTI
may terminate this Agreement in accordance with the
provisions of Section 8b hereof;
INITIAL:_______
_______
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
2
<PAGE>
(v) Conducting its business in a manner that will reflect favorably
at all times on Distributor, MTI and the Products and the good
name, good will and reputation of MTI and its authorized
distributors. Distributor shall not itself or with others
participate in any illegal, deceptive, misleading or unethical
advertising or other practices or techniques that are or might
be detrimental to MTI, the Products or the public; and
(vi) Complying with all applicable laws and with the terms of this
Agreement in connection with the distribution of the Products.
2. TERM OF AGREEMENT:
------------------
a. The initial term of this Agreement shall be for three (3) years unless
earlier terminated as provided in this Agreement. Thereafter, the term
of this Agreement shall be automatically extended for successive one-
year periods unless either party to this Agreement gives the other
party to this Agreement notice of its intent to terminate this
Agreement, and such notice is received by the non-terminating party at
least sixty (60) days prior to the expiration of the initial term or
renewal term, as applicable.
3. DISTRIBUTOR PURCHASES:
----------------------
a. Exclusivity. Distributor shall obtain its requirements of Products
-----------
only from MTI.
b. Minimum Purchases/Performance Goals. Distributor acknowledges that it
------------------------------------
has represented to MTI that it possesses the facilities and the
ability to generate sales of and distribute the Products, in
accordance with this Agreement, and that based upon these
representations, MTI has entered into this Agreement with the
understanding that Distributor shall make the minimum purchases of
Product, in accordance with the Annual Goals set forth in this
Agreement or as periodically required by this Agreement. The
Distributor and the Company hereby agree that the Annual Goals, as set
forth following, are expressed in U.S. dollars and Units of Product.
If the Distributor meets or exceeds the Annual Goals or the First 180-
day Goal or the Second 180-day Goal, as defined in Section 1.b. of
this Agreement, for the first year or subsequent years of this
Agreement, in either U. S. dollar purchases or Units of Product
Purchases, that particular Goal will be deemed to have been met. For
the first year of this Agreement, set forth below are the ANNUAL GOALS
AS AGREED TO BETWEEN MTI AND THE DISTRIBUTOR:
INITIAL:_______
_______
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
3
<PAGE>
FOR THE FIRST YEAR:
-------------------
PRODUCTS
--------
Equipment:
Units of Petrol Machines ____________________
Units of Diesel Machines ____________________
Cleaning Solution:
Cases of Gasoline Fuel
System Cleaner or Drum
Equivalent ____________________
Cases of Diesel Fuel
System Cleaner or Drum
Equivalent ____________________
U. S. Dollar Annual Goal ____________________
NOTE: MINIMUM PURCHASES OF 50% OF THE ABOVE TOTALS (IN EITHER PRODUCT OR IN
- - -----
DOLLARS) MUST BE ACHIEVED WITHIN THE FIRST 180 DAYS FOR THIS FIRST YEAR OF THIS
AGREEMENT.
INITIAL:_______
_______
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
4
<PAGE>
d. Normal Retail Price. Concurrent with each submission of Annual Goal
--------------------
by the Distributor under this Agreement, the Distributor shall also
submit to MTI the "Normal Retail Price" of each and all Products in
the Distributor's Territory. Such Normal Retail Price shall be the
price at which the Products are sold to the end user of the Products,
normally a repair garage or service center. Notwithstanding the
foregoing, Distributor is free to set its own resale prices
unilaterally. No employee or representative of MTI has any authority
to tell Distributor what its resale prices must be, nor to inhibit in
any way a Distributor's independent pricing decision.
e. Confidential Information. See Exhibit C.
-------------------------
f. Restrictions With Respect to Proprietary Information.
-----------------------------------------------------
(I) Trade Secrets. Distributor hereby acknowledges and agrees
-------------
that MTI owns certain trade secrets and other confidential
and/or proprietary information and intellectual property which
constitute valuable property rights, which MTI has developed
through a substantial expenditure of time and money, which are
and will continue to be utilized in MTI's business and which
are not generally known to the trade. This proprietary
information expressly includes, but is not limited to, the list
of names of the distributors, dealers, customers and suppliers
of MTI, the identities of key personnel of the distributors,
dealers, customers and suppliers of MTI, and other information
concerning the Products, finances, personnel contractors
processes, pricing information, production schedules and other
types of proprietary information relating to MTI's operations.
In recognition of these facts, Distributor hereby agrees that
the Distributor, both during and after the term of this
Agreement:
(a) Will not use or disclose, directly or indirectly, and will
keep secret and confidential, all trade secrets and
proprietary
INITIAL:_______
_______
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
5
<PAGE>
information of MTI, including but not limited to those
items specifically mentioned above;
(b) Will not, directly or indirectly, either on Distributor's
own behalf or on behalf of any other person or entity,
solicit or attempt to solicit any employee, contractor,
dealer or distributor of MTI to leave their employment,
contractor, dealer or distributor relationship with MTI;
(c) Upon the termination of this Agreement or at anytime at
MTI's request, Distributor shall return all documents or
materials which have been furnished to Distributor by MTI
in connection with this Agreement; and
(d) All uses by Distributor of MTI's name or any trademarks or
tradenames (or any other marks or names closely resembling
the same) now and hereafter owned by MTI or its affiliates
shall be subject to prior written approval by MTI.
Distributor is not authorized to use MTI's names or
trademarks in connection with any aspect of its business
other than in the sales, marketing and advertising of the
Products.
g. Distributor Further Acknowledges and Agrees:
--------------------------------------------
(i) Copying, duplicating, or imitating the Products by Distributor
is illegal and would result in permanent irreparable injury to
MTI. Any such activities will cause an immediate termination of
this Agreement, and MTI will be entitled to seek any remedy
available at law or in equity.
(ii) Distributor may sell the Products only in the Territory. If
Distributor sells any Products outside said Territory, either
directly or indirectly, the Distributor shall be in breach of
this Agreement and MTI shall have the right to terminate this
Agreement at its sole discretion by providing the Distributor
with 90 days advance written notice. MTI shall not be required
to sell to the Distributor any further Products after
notification of termination has been sent by MTI to the
Distributor.
h. Purchase Price. MTI will sell to the Distributor the Products at the
---------------
prices shown in Exhibit B of this Agreement. These prices are
consistent with those given to MTI's international distributors. MTI
reserves the right to adjust prices from time to time, but may not
increase prices more than two times per
INITIAL:_______
_______
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
6
<PAGE>
year, and each such price increase shall be effective only on delivery
of 30 days prior written notice by MTI to the Distributor.
i. Payment. The payment of the purchase price for Products purchased by
--------
the Distributor from MTI may be made by cash, irrevocable letter of
credit, sight draft, electronic bank transfer or other such methods as
may be negotiated and accepted by MTI. No shipments of Product will be
made by MTI until method of payment has been accepted by MTI.
j. Brochures. MTI shall, at its expense, provide Distributor with an
----------
initial supply of MTI's current sales brochures and descriptive
materials in English, which materials include negatives, color
separations and ad slicks, as may be reasonably requested by
Distributor in connection with fulfilling Distributor's obligations
hereunder.
k. Orders. Distributor shall transmit written orders for Products to
-------
MTI. Distributor reserves the right to cancel an order if and when any
of the following circumstances occur and adversely affect the
Distributor or its business:
(i) War;
(ii) Cancellation of Most Favored Nation Treaty and Article 301; or
(iii) Anti-dumping duty charge.
l. Orders. MTI reserves the right to cancel any orders of the
-------
Distributor if and when any of the following circumstances occur and
adversely affect MTI or its business:
(i) War;
(ii) Orders by the government of the United States of America
banning foreign shipments; or
(iii) Acts of God that prevent MTI from completing an order.
MTI also reserves the right to cancel any order placed by the
Distributor or to refuse to ship or to delay the shipment thereof if
1. Distributor:
(i) shall fail to make any payments for Products in accordance with
the terms of this Agreement or in accordance with terms agreed
to between MTI and the Distributor, from time to time;
INITIAL:_______
_______
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
7
<PAGE>
(ii) shall fail to meet the Annual Goal, or the First 180-day Goal
or the Second 180-day Goal set forth as part of this Agreement
or otherwise established from time to time;
(iii) has been notified of MTI's intent to terminate Distributor as a
distributor of MTI pursuant to this Agreement; or
2. this Agreement shall have terminated pursuant to the provisions
hereof.
m. Shipments. MTI shall ship the Products or cause the Products to be
----------
shipped as ordered by Distributor upon MTI's acceptance of
Distributor's order and payment terms. MTI will not be responsible for
delays caused by shortage of materials, strikes, shortage of shipping
facilities, acts of God, or other causes not within the reasonable
control of MTI.
4. TRAINING:
---------
a. MTI shall provide initial training in the use of the Products to
Distributor except as specified below. MTI shall be responsible for
paying all expenses, salaries, travel and other costs incurred by
MTI's employees in connection with providing such training.
Distributor shall be responsible for the following expenses :
(i) Local transportation
(ii) Room and board (under special circumstances)
(iii) Any expenses related to the training which occurred in the
Territory.
Following the completion of the initial training and upon reasonable
request of Distributor, MTI shall make its personnel or consultants
available at locations to be selected by MTI for the purpose of
providing additional training in the use of the Products upon
reasonable request of Distributor. MTI shall, at its expense, supply
to Distributor a reasonable number of MTI's current operator manuals,
service bulletins and other materials for use in connection with the
use of the Products.
5. WARRANTIES:
-----------
a. Exclusive Warranties. See Exhibit D.
---------------------
INITIAL:_______
_______
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
8
<PAGE>
b. Warranty Repairs. It will be the responsibility of the Distributor to
-----------------
effect repairs to the Products during the Warranty Period.
c. Parts Warranty Claims. All warranty claims must be submitted by the
----------------------
Distributor to MTI for approval. During the Warranty Period, MTI will
replace defective parts on a case by case basis at no charge to
Distributor with an agreed to freight allowance.
d. Sale of Replacement Parts. Nothing contained herein shall be deemed
--------------------------
to prohibit Distributor from selling replacement parts for the
Products within the Territory, provided that subject parts are
purchased from MTI.
e. Other. Distributor further acknowledges that said warranty is
------
effective only if the Products are used with CarbonClean/MotorVac
cleaning solutions listed in Exhibit A attached hereto. Distributor
acknowledges that no Warranties are created by this Agreement and,
with respect to the Products, MTI hereby disclaims all implied
warranties of merchantability and fitness for use for a particular
purpose.
6. INDEPENDENT CONTRACTOR:
-----------------------
This Agreement does not create the relationship of employer and employee,
partnership or agency between MTI and Distributor. Distributor, in
connection with all of its obligations hereunder, shall be an independent
contractor of MTI and under no circumstances is Distributor to be
considered to be the employee, partner or agent of MTI. Distributor is not
granted any right by this Agreement to create any obligation or
responsibility, on behalf of or in the name of MTI. Distributor covenants
that it is and will remain in compliance with all federal, state and local
laws and regulations applicable to its business including, without
limitation, all labor regulations, and foreign, and United States federal
and state tax requirements.
7. MODIFICATIONS AND IMPROVEMENTS:
-------------------------------
Upon making or discovering any improvements to the Product, Distributor
shall:
a. provide MTI with all details of such improvements;
INITIAL:_______
_______
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
9
<PAGE>
b. acknowledge that such improvements and the right to obtain any patent,
trademark, copyright or other similar protection belong exclusively to
MTI; and
c. provide such assistance to MTI as MTI may reasonably require to obtain
patents, copyrights or other similar protection.
8. TERMINATION:
------------
This Agreement may be terminated for any of the following reasons:
a. Expiration. After the expiration of the term of this Agreement, in
-----------
accordance with Section 2 hereof.
b.
DELETED
c. Default. If, during the term of this Agreement, Distributor defaults
--------
in the performance of any of its obligations under this Agreement, or
any of the representations or warranties made by Distributor are
determined to be untrue, MTI may give Distributor notice of default
and if Distributor fails to cure such default within thirty (30) days
(or if such default cannot be cured within thirty (30) days, no
diligent effort has been made to cure such default), this Agreement
shall be deemed terminated as of the end of such thirty (30) day
period without any further action on the part of MTI . Distributor
will then accept no further orders for the Products from the Territory
and MTI shall have no further obligations to Distributor hereunder.
d. Insolvency. This Agreement will automatically terminate if either
-----------
party should become bankrupt, insolvent, or cease to do business, or
make an assignment for the benefit of creditors.
e. Competition. This Agreement shall automatically terminate in the
------------
event that the Distributor breaches any of the covenants against
competition contained in Sections 3.e. and 3.f.(i) hereof;
f. Sales Outside the Territory. In the event that the Distributor
----------------------------
breaches the sales covenants contained in Section 3.g.(ii) hereto,
then MTI may terminate
INITIAL:_______
_______
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
10
<PAGE>
this Agreement in accordance with the notice provisions contained in
Section 3.g.(ii) hereof.
g. No Waivers. The failure of MTI to terminate this Agreement pursuant to
-----------
any of the subparagraphs in this Section shall not be considered to be
a waiver by MTI of its right to terminate this Agreement in the future
pursuant to this section for such default or any similar default.
h. Repurchase. In the event of termination of this Agreement by either
-----------
party for any reason, MTI may at its option repurchase from
Distributor at the net price paid by the Distributor to MTI, less a
25% restocking charge and actual freight, duties and taxes on the
shipment thereof to the Distributor, any MTI Products at the
Distributor's place of business or in the possession of the
Distributor. On demand and at the tender of the repurchase price and
related cost, shipping and handling expenses and charges incurred by
the Distributor, Distributor shall deliver such Products to MTI. The
payment shall be by negotiable instrument.
9. MISCELLANEOUS:
--------------
a. Modification-Waiver. No cancellation, modification, amendment,
--------------------
deletion, addition, or other change in this Agreement or any provision
hereof, or waiver of any right or remedy herein provided, shall be
effective for any purpose unless specifically set forth in a writing
signed by the party to be bound thereby. No waiver of any right or
remedy in respect of any occurrence or event shall be deemed nor shall
constitute a continuing waiver or a waiver of any similar occurrence
or event on any other occasion.
b. Final Agreement. This Agreement shall be deemed for all purposes to
----------------
have been made in California. This Agreement supersedes and terminates
all prior or contemporaneous other agreements, oral or written,
between the parties hereto with respect to the subject matter hereof
and the transactions contemplated hereby and discharges any liability
of MTI or any affiliated or predecessor corporation in respect of any
such prior agreements, and, together with the Exhibits hereto,
contains the entire agreement of the parties with respect to the
subject matter hereof.
INITIAL: _________
_________
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
11
<PAGE>
c. Controlling Law. This Agreement and the performance of the
----------------
obligations imposed upon the parties hereunder shall be governed by
and construed in accordance with the laws of the State of California,
to the exclusion of all other laws. The parties each
(I) confer sole and exclusive jurisdiction upon, and agree that the
proper venue of any such action shall be in, the courts located
in Orange County, California, in connection with all disputes
arising under or related to this Agreement, and
(ii) waive any and all objections that they may have with respect to
jurisdiction of, or venue in, such court.
d. Successors and Assigns. The provisions of this Agreement shall be
-----------------------
binding upon and insure to the benefit of MTI and Distributor and
their respective successors and permitted assigns. Distributor may not
assign this Agreement (by operation of law or otherwise) without the
prior written consent of MTI. MTI may assign this Agreement to its
subsidiaries or parent company or to any related company upon 30 days
advance written notice provided by MTI to the Distributor.
e. Confidentiality. The parties mutually agree that any confidential
----------------
information furnished to the other, so labeled or described shall
remain confidential and not be made available to any other party,
without written permission from the party furnishing said information.
f. Notices. Any notice required or permitted hereunder shall be given by
--------
mailing the same in a sealed envelope, postage paid and sent via
registered mail addressed as follows:
MTI: MOTORVAC TECHNOLOGIES, INC.
1431 S. Village Way
Santa Ana, California, USA 92705
Distributor: SUN ELECTRIC DE MEXICO, S.A. DE C.V.
Avenida Presidente Juarez, #2016
Colonia Ind. Puente De Vigas
54070 Tlalnepantla
Edo de Mexico
Attention: Mr. Jim Ploen
INITIAL: _________
_________
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
12
<PAGE>
Either party may change its address for notices hereunder by written
notice to the other party.
g. Limitation of Liability. MTI's liability to Distributor hereunder with
------------------------
respect to any order or MTI's performance thereof, shall not exceed
the purchase price paid by Distributor for the Products. In no event
shall MTI be liable to Distributor for special, incidental or
consequential damages. Refer to Section 5 for Warranties.
h. Extraordinary Circumstances. Except for any payment obligations of
----------------------------
either party hereunder, neither MTI nor Distributor shall be liable
for any delay or failure to perform on account of any cause beyond
such party's reasonable control, including, but not limited to, work
stoppages, work slow-downs, strikes or other industrial disputes;
fire, explosions, floods, earthquakes or other acts of God; riots or
civil disturbances, war or other acts of civil or military
authorities; and delays caused by suppliers or material shortages.
i. Changes to Products. The Distributor hereby agrees and acknowledges
--------------------
the Company may, at its sole discretion, withdraw or replace or add
products to Exhibit A or B attached hereto at any time. The
distributor waives any right or notice on such a change.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
MotorVac Technologies, Inc., Sun Electric De Mexico, S.A. De C.V.
a Delaware corporation
By: /s/ Lee W. Melody By: /s/ James S. Ploen
----------------------- ----------------------
Its: President Its: Managing Director
---------------------- ----------------------
Date: 5/23/96 Date: 5/23/96
--------------------- --------------------
INITIAL: _________
_________
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
13
<PAGE>
EXHIBIT A
---------
PRODUCTS
--------
SUMMARY
-------
<TABLE>
<CAPTION>
PART # BRAND NAME
- - ------ ----------
<C> <S>
500-0301 ECS-300i CarbonClean Gasoline Fuel System Cleaning
Machine
Includes: 200-3000 Basic Adaptor Kit
200-3000 Foreign Adaptor Kit
Instruction Manual
One Year Warranty
0500-4010 IDT 4000i CarbonClean Diesel Fuel System Cleaning
Machine
Includes: 200-3040 Adaptor Kit
User & Service Guide
One Year Warranty
400-0010 CarbonClean Diesel Fuel System Cleaner
(12) 16oz Cans
400-0020 CarbonClean Gasoline Fuel System Cleaner
(12) 8oz. Bottles
400-0030 CarbonClean Intake Cleaner (12) 8oz. Bottles
400-DRUM-D CarbonClean Diesel Fuel System Cleaner
55 Gallon Drum
</TABLE>
INITIAL: _________
_________
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
14
<PAGE>
EXHIBIT A
---------
PRODUCTS
--------
EQUIPMENT AND SOLVENT
---------------------
<TABLE>
<CAPTION>
PART# DESCRIPTION
- - ------ -----------
<C> <S>
400-0010 Diesel Fuel System Cleaner - (12) 16oz. Cans
1 case = 12" x 10" x 8" (15 lbs)
30.5cm x 25.4cm x 20.3cm (6.8 kg)
400-0020 Gasoline Fuel System Cleaner - (12) 8oz. Bottles
1 case = 9" x 7" x 6" (7 lbs)
22.8cm x 17.8cm x 15.2cm (3.2 kg)
400-0030 Intake Cleaning Solvent - (12) 8oz. Bottles
1 case = 9" x 7" x 6" (7 lbs)
22.8cm x 17.8cm x 15.2cm (3.2 kg)
200-6000 Intake Cleaning Kit - (12) 8oz Bottle & Sprayer
1 case = 17" x 17" x 11" (15 lbs)
43.2cm x 43.2cm x 27.9cm (6.8 kg)
400-DRUM-D Diesel Fuel System Cleaner - 55 Gallon Drum
24" x 24" x 35" (462 lbs)/61.0cm x 61.0cm x 88.9cm
(210 kg)
500-0301 ECS-300i Gasoline Fuel System Cleaning Machine
Includes: 200-3000 Basic Adaptor Kit
200-3009 Foreign Adaptor Kit
User Guide
One Year Warranty
16" x 15" x 38" (82 lbs)
40.6cm x 38.1cm x 96.5cm (37.2 kg)
500-4010 IDT 4000i Diesel Fuel System Cleaning Machine
Includes: 200-3040 Adaptor Kit
User and Service Guide
One Year Warranty
24" x 20" x 41" (115 lbs)
61.0cm x 50.8cm x 104cm (52.2 kg)
</TABLE>
INITIAL: _________
_________
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
15
<PAGE>
<TABLE>
<C> <S>
500-0200 CCS II - CarbonClean System II
Includes: 200-8085 CCS II Basic Adaptor Kit
200-8059 CCS II - Deluxe Adaptor Kit
</TABLE>
INITIAL: _________
_________
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
16
<PAGE>
EXHIBIT A
---------
PRODUCTS
--------
CARBONCLEAN REPLACEMENT PARTS
-----------------------------
SERIES 200 & 300
<TABLE>
<CAPTION>
PART# DESCRIPTION
- - ------ -----------
<C> <S>
010-0005B XOLOX SHIELD
010-0006B TANK CAP
010-0007B P-200 CASTER
010-0008B P-200 HANDLE
010-0009B TANK RESERVOIR
010-0017B ECS 300i OVERLAY
010-0019B ECS HANDLE
010-0020B ECS AXLE
010-0021B ECS WHEEL
010-0022B ECS BASE LEG
010-0024B ECS HOSE BRACKET
010-0025B ECS CORD BRACKET
020-0010B BUZZER
020-0030B EXTERNAL WIRING HARNESS
020-0035B 5 AMP CIRCUIT BREAKER
020-0037B 10 AMP CIRCUIT BREAKER
020-0038B 15 AMP CIRCUIT BREAKER
020-0040B INTERNAL WIRING HARNESS
020-0063B ELEC. LAMP AMBER
020-0067B ELEC. LAMP WHITE
020-0073B ELEC. LAMP GREEN
020-0083B ELEC. LAMP RED
020-0090B RELAY 8 TRIM, EAR MOUNT
020-0100B ONOFF & PS/LEAK SWITCH
020-0110B PURGE SWITCH, 1/2 MT
020-0120B START SWITCH, 1/2 MT
020-0150B TIMER 60 MIN 3/8 W/NUT
020-0151B TIMER FACE PLATE
020-0152B TIMER KNOB BLACK
020-0374B STRAIN RELIEF 1/2 MT
030-0002B F.CONN 1/4 X 1/8 FPT NI
030-0004B P-200 FM UNION 5/16 X 1/4 NT (NY)
030-0005B MALE ELBOW 1/4 X 1/4 MPT
030-0006B MALE ELBOW 1/4 X 1/8 MPT
030-0013B HEX NIPPLE 1/4 P NI
030-0015B MALE ELBOW 5/16 X 1/8 MPT NY
</TABLE>
INITIAL: _________
_________
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
17
<PAGE>
<TABLE>
<CAPTION>
PART# DESCRIPTION
- - ------ -----------
<C> <S>
030-0016B M. CONN 5/16 X 1/8 MPT NY
030-0017B M. CONN 5/16 X 1/4 MPT NY
030-0020B M. CONN 3/8 X 1/4 MPT NAB NI
030-0021B ECS F CONN 5/16 X 1/8 FPT NI
030-0022B F. CONN 5/16T X 1/4 P NI
030-0023B M. CONN 5/16T X 1/4 P NI
030-0024B M. ELBOW 5/16T X 1/8 NI
030-0025B M. CONN 3/8T X 1/4P NI
030-0026B ECS F. CONN 1/4 BARB X 1/8 NI
030-0030B F. CONN 3/8 X 1/4 FPT NI
030-0031B ELBOW 1/4 MPT X 1/4 FPT NI
030-0050B M. CONN 3/8 X 1/8 MPT NI
030-0090B P-200 JUNCTION BLOCK 2 WAY 1/8 FPT
030-0095B ECS JUNCTION BLOCK, 2 WAY 1/4
030-0100B P-200 JUNCTION BLOCK-5 WAY 1/8
030-0105B ECS JUNCTION BLOCK-5 WAY 1/4
030-0130B MALE ELBOW 3/8 X 1/4 MPT NI
030-0131B FEMALE ELBOW 3/8 X 1/4 MPT NI
030-0140B MALE ELBOW 3/8 X 1/8 MPT NI
030-0150B MALE ELBOW 5/16 X 1/4 MPT NI
030-0160B M. CONN 5/16 X 1/8 MPT NI
030-0189B F. CONN 1/4 FPT X MPT NI
030-0192B COMP ALIGN NUT 5/16
030-0205B P-200 CROSS 1/8 FPT NI
030-0206B CROSS 1/4 FPT NI
030-0208B J. CONN 3/8 X 1/4 MPT NI
030-0209B TEE 3/8 NT X 1/4 MPT X 3/8 (NY)
USED WITH VACUUM SWITCH
030-0210B UNION 1/8 MPT X 1/4 MPT (NY)
030-0211B F. CONN 90 3/8 X 1/4 FPT NY
040-0401B XOLOX PUMP MOUNT NUT
040-0500B ECS GRAB HANDLE LOCKWASHER
040-0502B ECS "E' CLIP FOR AXLE
040-0503B ECS AXLE SPACER
040-0505B ECS GRAB HANDLE NUT
040-0506B ECS LEG CAP
040-0507B ECS AXLE BUSHING NY
040-0508B ECS VAC HOSE SNAP BUSHING
040-0509B ECS GRAB HANDLE BOLT
040-5326B 3/32 X 4 NYLON CABLE TIE
050-0010B PSI GAUGE
</TABLE>
INITIAL: _________
_________
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
18
<PAGE>
<TABLE>
<CAPTION>
PART# DESCRIPTION
- - ------ -----------
<C> <S>
050-0011B BAR GAUGE
050-0012B ECS VACUUM GAUGE
050-0013B ECS BAR VACUUM GAUGE
050-0008B VACUUM SWITCH 1/4 MPT
050-0015B 3 WAY SOLENOID 3/32
050-0017B PRESSURE SWITCH 1/8
050-0021B STAINLESS CK VALUE
050-0052B REG NEEDLE VALVE
050-0065B CONTROL VALVE
050-0074B FILTER, INLINE
050-0075B FILTER, SPIN-ON
050-0076B FILTER & BASE 1/4 FPT
050-0088B RELIEF VALVE 105 PSI
060-0440B HOSE CLAMP
060-0450B HOSE CLAMP
060-1000B 1/4 MALE TUBE ADAPTOR
060-1100B 5/16 MALE TUBE ADAPTOR
060-1200B 3/8 MALE TUBE ADAPTOR
060-1300B 1/4 FEMALE ADAPTOR (Open-end hose)
060-1400B 5/16 FEMALE ADAPTOR (Open-end hose)
060-1500B 3/8 FEMALE ADAPTOR (Open-end hose)
060-1600B 12 MM BANJO
060-1700B 90 TUBE 5/16 MPT FUEL INLET ADAPTOR
060-1800B 90 TUBE 3/8 MPT FUEL INLET ADAPTOR
060-1900B 12 MM BANJO BOLT
060-1901B 12 MM WASHER
060-1902B 12 MM CAP NUT
060-2000B 5/16 LOOP MALE ADAPTOR
060-2100B 3/8 PLUG COLLAR
060-2101B 3/8 CARB PLUG ADAPTOR
060-2200B 5/16 PLUG COLLAR
060-2201B 5/16 CARB PLUG ADAPTOR
060-2300B 14 MM FEMALE
060-2400B 1C MM BANJO
060-2401B 8 MM BANJO
060-2402B 14 MM BANJO
060-2501B FQD LOOP ADAPTOR
060-2502B TEE
060-2600B 16 MM FEMALE
060-2720B 10 MM BANJO BOLT
060-2800B 1/4 MALE CONNECTOR (Ford,GM,Chrysler,Jeep)
</TABLE>
INITIAL: _________
_________
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
19
<PAGE>
<TABLE>
<CAPTION>
PART# DESCRIPTION
- - ------ -----------
<C> <S>
060-2900B 5/16 MALE NYLON (Ford,Lincoln,Mercury)
060-3000B 1/8 MPT ADAPTOR (Ford,Lincoln,Mercury)
060-3100B TBI & PFI INLET (GM)
060-3105B FEMALE SIDE OF 3100 (GM)
060-2700B 14 MM X 16 MM MALE UNION
060-2710B 8 MM BANJO BOLT
060-2711B 8 MM WASHER (Set of 3)
060-3200B 1/4 MPT ADAPTOR (Ford,Lincoln,Mercury)
060-3300B TBI & PFI OUTLET (GM)
060-3304B TBI & PFI USED W/1700 (GM)
060-3305B FEMALE SIDE OF 3300 (GM) (Replaces 060-4000)
060-3500B 3/8 MALE ADAPTOR (Ford,Lincoln,Mercury)
060-3505B 3/8 FEMALE ADAPTOR (Ford,Lincoln,Mercury)
060-3508B SHRADER VALVE (Ford,Lincoln,Mercury)
060-3600B 1/2 MALE ADAPTOR (Ford,Lincoln,Mercury)
060-3605B 1/2 FEMALE ADAPTOR (Ford,Lincoln,Mercury)
060-3700B SHRADER VALVE (GM,Chrysler,Jeep)
060-3800B VOLVO ADAPTOR
060-3900B 5/16 FQD (Ford,Lincoln,Mercury)
060-3901B 3/8 FQD (Ford,Lincoln,Mercury)
060-3902B 1/4 FQD (Ford,Lincoln,Mercury)
060-4100B HYUNDAI ADAPTOR
060-4200B 5/16 MALE METAL (GM,Chrysler,Jeep)
060-4205B 5/16 FQD (GM,Chrysler,Jeep)
060-4300B 3/8 MALE CONNECTOR(Ford,GM,Chrysler,Jeep)
060-4305B 3/8 FQD (GM,Chrysler,Jeep)
060-4405B 1/4 FQD (GM,Chrysler,Jeep)
070-0080B 1/4 NYLON TUBE
070-0085B 5/16 NYLON TUBE
070-0086B 3/8 NYLON TUBE
070-0100B HOSE VACUUM
080-0230B 1/4 FPT FQD NI
080-3301B O-RING VITON USED w/3304
080-3302B SM. O-RING VITON Used w/3300,3304
080-3402B LG. O-RING VITON Used w/3100,3500,4100
080-3501B SMALL CLIP & TETHER (Ford,Lincoln,Mercury)
080-3601B LARGE CLIP & TETHER (Ford,Lincoln,Mercury)
080-3602B O-RING VITON Used w/3600
080-3701B VITON SEAL,3700
080-3903B 5/16 RETAINER (Ford,Lincoln,Mercury)
080-3904B 3/8 RETAINER (Ford,Lincoln,Mercury)
</TABLE>
INITIAL: _________
_________
REVISION DATE: 5/22/96
---------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
20
<PAGE>
PART # DESCRIPTION
- - ------ -----------
080-3905B 1/4 RETAINER (Ford,Lincoln,Mercury)
080-4206B 5/16 RETAINER (GM,Chrysler,Jeep)
080-4306B 3/8 RETAINER (GM,Chrysler,Jeep)
080-4408B 1/4 RETAINER (GM,Chrysler,Jeep)
100-0090B ECS INTERNATIONAL MANUAL
100-0300B CHINESE OVERLAY
100-0104B FUEL INJECTOR PULSER IT100 (MQ)
100-4047B SPANNER NUT
100-4048B SPANNER WRENCH
100-5001B ICS TUBING (30")
200-0006B P-200 LOW FM ASSEMBLY
200-0007B P-200 HIGH FM ASSEMBLY
200-0011B P-200 BAR GAUGE ASSEMBLY
200-0050B P-200 2-WAY BLOCK ASSEMBLY
200-0064B P-200 5-WAY ASSEMBLY
200-0076B P-200 OUTPUT REGULATOR ASSEMBLY
(All"D"machines)
200-0083B P-200 RETURN REGULATOR ASSEMBLY
200-0093B TEE ASSEMBLY
200-0200B IN-LINE FILTER ASSEMBLY
200-0203B FILTER & TANK 5/16" ASSEMBLY
200-0204B TUTHILL FILTER & TANK 3/8" ASSEMBLY
200-0280B P-200 VACUUM SWITCH ASSEMBLY
200-0300B ECS/P-200 RETURN HOSE ASSEMBLY
200-0400B ECS/P-200 OUTPUT HOSE ASSEMBLY
200-0704B TUTHILL PUMP 5/16" ASSEMBLY
(With plumbing fittings)
200-0705B TUTHILL PUMP 3/8" ASSEMBLY
(With plumbing fittings)
200-0706B XOLOX PUMP ASSEMBLY
(With plumbing fittings)
200-0800B P-200 CONTROL VALVE ASSEMBLY
200-1002B ECS BAR GAUGE ASSEMBLY
200-1004B ECS BAR VACUUM GAUGE ASSEMBLY
200-1008B ECS 2-WAY ASSEMBLY
200-1010B ECS 5-WAY ASSEMBLY
200-1011B ECS OUTPUT REGULATOR ASSEMBLY
200-1012B ECS RETURN REGULATOR ASSEMBLY
200-1013B ECS CONTROL VALVE ASSEMBLY
200-1014B ECS TEE ASSEMBLY
200-1175B FUEL QD TOOL KIT
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
21
<PAGE>
PART # DESCRIPTION
- - ------ -----------
200-3000B BASIC ADAPTOR KIT
200-3006B FORD ADAPTOR KIT
200-3008B GM ADAPTOR KIT
200-3009B ASIAN/EURO ADAPTOR KIT
200-4007B TIMER ASSEMBLY
200-4008B FILTER & BASE 3/8" ASSEMBLY
200-4009B FILTER & BASE 5/16" ASSEMBLY
200-5000B SOLENOID REPAIR KIT
200-8009B P-200 REGULATOR RETROFIT
300-3000B BASIC ORGANIZER BAG (GREEN)
300-3006B FORD ORGANIZER BAG (RED)
300-3008B GM ORGANIZER BAG (BLUE)
300-3009B ASIAN/EURO ORGANIZER BAG (ORANGE)
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
22
<PAGE>
EXHIBIT A
---------
IDT 4000i REPLACEMENT PARTS
---------------------------
PART # DESCRIPTION
- - ------ -----------
010-0034B TANK CAP
010-0026B WHEEL
010-0037B LEG
010-0040B FOOT GLIDE
010-0461B LOWER SENDING UNIT ADAPTOR
020-0049B ALARM HORN
020-4045B LOWER SENDING UNIT
020-0043B ELECTRICAL HARNESS, LOWER UNIT
020-0045B ELECTRICAL HARNESS, INTERNAL MAIN
020-0046B ELECTRICAL HARNESS, EXT. BATTERY
020-0047B ELECTRICAL HARNESS, EXT. SHUTDOWN
020-0091B RELAY
050-0018B PRESSURE SWITCH
050-0044B HYDRAULIC PUMP 12v (Diesel)
050-0086B FILTER ELEMENT REPLACEMENTS (20)
060-0590B FQD (Supply Tank)
060-0592B MQD (Supply Tank)
080-0230B FQD (Hose End)
100-0200B CHINESE OVERLAY
200-1471B OUTPUT HOSE ASSEMBLY
200-1472B RETURN HOSE ASSEMBLY
200-1960B UNIVERSAL ADAPTOR KIT
200-4003B OUTPUT SOLENOID ASSEMBLY
200-4004B PUMP ASSEMBLY
200-4031B ELECTRONIC HEAD ASSEMBLY
200-4032B FILTER ASSEMBLY
200-4038B PRESSURE SWITCH ASSEMBLY
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
23
<PAGE>
EXHIBIT B
---------
PRICING
-------
EFFECTIVE JANUARY 1, 1996
Home Office:
1431 S. Village Way
Santa Ana, CA 92705
Tel: (714) 558-4822
Fax: (714) 558-2756
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
24
<PAGE>
EXHIBIT B
---------
PRICING
-------
F.O.B. WAREHOUSE
<TABLE>
<CAPTION>
PART # DESCRIPTION COST
- - ------ ----------- ----
<S> <C> <C>
400-0010 Diesel Fuel System Cleaner - (12) 16oz Cans 95.00
1 case = 12" x 10" x 8" (15 lbs)
30.5cm x 25.4cm x 20.3cm (6.8 kg)
400-0020 Gasoline Fuel System Cleaner - (12) 8oz Bottles 62.00
1 case = 9" x 7" x 6" (7 lbs)
22.8cm x 17.8cm x 15.2cm (3.2 kg)
400-0030 Intake Cleaning Solvent - (12) 8oz Bottles 65.00
1 case = 9" x 7" x 6" (7 lbs)
22.8cm x 17.8cm x 15.2cm (3.2 kg)
200-6000 Intake Cleaning Kit - (12) 360.00
8oz Bottle & Sprayer
1 case = 17" x 17" x 11" (15 lbs)
43.2cm x 43.2cm x 27.9cm (6.8 kg)
400-DRUM-D Diesel Fuel System Cleaner - 55 Gallon Drum 2,050.00
24" x 24" x 35" (462 lbs)
61.0cm x 61.0cm x 88.9cm (210 kg)
500-0200 System II CarbonClean Machine w/Standard 825.00
Adaptor Set
200-8059 Adaptor Set - Deluxe for System II 150.00
(when purchased w/machine)
200-8059 Adaptor Set - Deluxe for System II 200.00
(when purchased without machine)
500-0307 ECS-300e Fuel System Cleaning Machine for Gasoline 1,495.00
Includes:
200-3000 Basic Adaptor Kit
200-3009 Euro/Asia Kit
User Guide
One Year Warranty
16" x 15" x 38" (82 lbs)
40.6cm x 38.1cm x 96.5cm (37.2 kg)
</TABLE>
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
25
<PAGE>
<TABLE>
<S> <C> <C>
500-4000i IDT-4000i Fuel System Cleaning Machine for Diesel 1,650.00
Includes:
200-3040 Adaptor Kit
User & Service Guide
One Year Warranty
23 1/4" x 18" x 39 1/2" (98 lbs.)
59.0cm x 45.7cm x 100.3cm (44.5 kg)
200-3006 U.S. Ford Adaptor Kit 315.00
200-3008 U.S. G.M. Adaptor Kit 197.00
</TABLE>
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
26
<PAGE>
EXHIBIT B
---------
CARBONCLEAN REPLACEMENT PARTS PRICING
-------------------------------------
SERIES 200 & 300
PART # DESCRIPTION PRICE
- - ------------ -------------------------------------------- ------
010-0005B XOLOX SHIELD 15.65
010-0006B TANK CAP 7.75
010-0007B P-200 CASTER 9.50
010-0008B P-200 HANDLE 18.75
010-0009B TANK RESERVOIR 105.00
010-0017B ECS 300i OVERLAY 28.25
010-0019B ECS HANDLE 45.00
010-0020B ECS AXLE 23.70
010-0021B ECS WHEEL 12.55
010-0022B ECS BASE LEG 14.60
010-0024B ECS HOSE BRACKET 11.80
010-0025B ECS CORD BRACKET 14.05
020-0010B BUZZER 18.00
020-0030B EXTERNAL WIRING HARNESS 25.00
020-0035B 5 AMP CIRCUIT BREAKER 7.05
020-0037B 10 AMP CIRCUIT BREAKER 7.05
020-0038B 15 AMP CIRCUIT BREAKER 7.05
020-0040B INTERNAL WIRING HARNESS 60.00
020-0063B ELEC. LAMP AMBER 4.75
020-0067B ELEC. LAMP WHITE 4.75
020-0073B ELEC. LAMP GREEN 4.75
020-0083B ELEC. LAMP RED 4.75
020-0090B RELAY 8 TRIM, EAR MOUNT 18.65
020-0100B ONOFF & PS/LEAK SWITCH 4.20
020-0110B PURGE SWITCH, 1/2 MT 6.30
020-0120B START SWITCH, 1/2 MT 11.55
020-0150B TIMER 60 MIN 3/8 W/NUT 26.80
020-0151B TIMER FACE PLATE 3.05
020-0152B TIMER KNOB BLACK 1.75
020-0374B STRAIN RELIEF 1/2 MT 0.25
030-0002B F.CONN 1/4 X 1/8 FPT NI 2.18
030-0004B P-200 FM UNION 5/16 X 1/4 NT (NY) 6.55
030-0005B MALE ELBOW 1/4 X 1/4 MPT 2.50
030-0006B MALE ELBOW 1/4 X 1/8 MPT 2.18
030-0013B HEX NIPPLE 1/4 P NI 1.45
030-0015B MALE ELBOW 5/16 X 1/8 MPT NY 5.25
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
27
<PAGE>
PART # DESCRIPTION PRICE
- - ------------ -------------------------------------------- ------
030-0016B M. CONN 5/16 X 1/8 MPT NY 2.55
030-0017B M. CONN 5/16 X 1/4 MPT NY 2.65
030-0020B M. CONN 3/8 X 1/4 MPT NAB NI 2.33
030-0021B ECS F CONN 5/16 X 1/8 FPT NI 2.40
030-0022B F. CONN 5/16T X 1/4 P NI 3.30
030-0023B M. CONN 5/16T X 1/4 P NI 2.35
030-0024B M. ELBOW 5/16T X 1/8 NI 2.75
030-0025B M. CONN 3/8T X 1/4P NI 2.90
030-0026B ECS F. CONN 1/4 BARB X 1/8 NI 2.20
030-0030B F. CONN 3/8 X 1/4 FPT NI 2.89
030-0031B ELBOW 1/4 MPT X 1/4 FPT NI 2.26
030-0050B M. CONN 3/8 X 1/8 MPT NI 2.56
030-0090B P-200 JUNCTION BLOCK 2 WAY 1/8 FPT 8.50
030-0095B ECS JUNCTION BLOCK, 2 WAY 1/4 6.25
030-0100B P-200 JUNCTION BLOCK-5 WAY 1/8 10.50
030-0105B ECS JUNCTION BLOCK-5 WAY 1/4 8.25
030-0130B MALE ELBOW 3/8 X 1/4 MPT NI 3.10
030-0131B FEMALE ELBOW 3/8 X 1/4 MPT NI 4.39
030-0140B MALE ELBOW 3/8 X 1/8 MPT NI 2.91
030-0150B MALE ELBOW 5/16 X 1/4 MPT NI 2.88
030-0160B M. CONN 5/16 X 1/8 MPT NI 2.09
030-0189B F. CONN 1/4 FPT X MPT NI 1.95
030-0192B COMP ALIGN NUT 5/16 0.97
030-0205B P-200 CROSS 1/8 FPT NI 3.97
030-0206B CROSS 1/4 FPT NI 6.31
030-0208B J. CONN 3/8 X 1/4 MPT NI 3.96
030-0209B TEE 3/8 NT X 1/4 MPT X 3/8 (NY) 7.70
USED WITH VACUUM SWITCH
030-0210B UNION 1/8 MPT X 1/4 MPT (NY) 1.06
030-0211B F. CONN 90 3/8 X 1/4 FPT NY 6.12
040-0401B XOLOX PUMP MOUNT NUT 0.05
040-0500B ECS GRAB HANDLE LOCKWASHER 0.05
040-0502B ECS "E' CLIP FOR AXLE 0.10
040-0503B ECS AXLE SPACER 0.45
040-0505B ECS GRAB HANDLE NUT 0.05
040-0506B ECS LEG CAP 0.20
040-0507B ECS AXLE BUSHING NY 0.15
040-0508B ECS VAC HOSE SNAP BUSHING 0.10
040-0509B ECS GRAB HANDLE BOLT 0.10
040-5326B 3/32 X 4 NYLON CABLE TIE 0.05
050-0008B VACUUM SWITCH 1/4 MPT 61.75
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
28
<PAGE>
PART # DESCRIPTION PRICE
- - ------------ -------------------------------------------- ------
050-0010B PSI GAUGE 34.75
050-0011B BAR GAUGE 37.45
050-0012B ECS VACUUM GAUGE 37.45
050-0013B ECS BAR VACUUM GAUGE 38.75
050-0015B 3 WAY SOLENOID 3/32 68.52
050-0017B PRESSURE SWITCH 1/8 46.75
050-0021B STAINLESS CK VALUE 78.63
050-0052B REG NEEDLE VALVE 50.00
050-0065B CONTROL VALVE 45.00
050-0074B FILTER, INLINE 14.95
050-0075B FILTER, SPIN-ON 15.95
050-0076B FILTER & BASE 1/4 FPT 56.90
050-0088B RELIEF VALVE 105 PSI 74.48
060-0440B HOSE CLAMP 1.40
060-0450B HOSE CLAMP 1.50
060-1000B 1/4 MALE TUBE ADAPTOR 9.24
060-1100B 5/16 MALE TUBE ADAPTOR 9.94
060-1200B 3/8 MALE TUBE ADAPTOR 10.64
060-1300B 1/4 FEMALE ADAPTOR (Open-end hose) 7.21
060-1400B 5/16 FEMALE ADAPTOR (Open-end hose) 7.42
060-1500B 3/8 FEMALE ADAPTOR (Open-end hose) 7.63
060-1600B 12 MM BANJO 21.70
060-1700B 90 TUBE 5/16 MPT FUEL INLET ADAPTOR 16.10
060-1800B 90 TUBE 3/8 MPT FUEL INLET ADAPTOR 15.61
060-1900B 12 MM BANJO BOLT 8.00
060-1901B 12 MM WASHER 0.42
060-1902B 12 MM CAP NUT 4.00
060-2000B 5/16 LOOP MALE ADAPTOR 7.07
060-2100B 3/8 PLUG COLLAR 3.57
060-2101B 3/8 CARB PLUG ADAPTOR 9.31
060-2200B 5/16 PLUG COLLAR 2.38
060-2201B 5/16 CARB PLUG ADAPTOR 9.31
060-2300B 14 MM FEMALE 13.58
060-2400B 1C MM BANJO 16.80
060-2401B 8 MM BANJO 16.24
060-2402B 14 MM BANJO 22.82
060-2501B FQD LOOP ADAPTOR 37.00
060-2502B TEE 40.80
060-2600B 16 MM FEMALE 14.98
060-2700B 14 MM X 16 MM MALE UNION 13.30
060-2710B 8 MM BANJO BOLT 10.60
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
29
<PAGE>
PART # DESCRIPTION PRICE
- - ------------ -------------------------------------------- ------
060-2711B 8 MM WASHER (Set of 3) 0.28
060-2720B 10 MM BANJO BOLT 11.90
060-2800B 1/4 MALE CONNECTOR (Ford,GM,Chrysler,Jeep) 19.67
060-2900B 5/16 MALE NYLON (Ford,Lincoln,Mercury) 19.67
060-3000B 1/8 MPT ADAPTOR (Ford,Lincoln,Mercury) 9.87
060-3100B TBI & PFI INLET (GM) 21.00
060-3105B FEMALE SIDE OF 3100 (GM) 19.32
060-3200B 1/4 MPT ADAPTOR (Ford,Lincoln,Mercury) 9.87
060-3300B TBI & PFI OUTLET (GM) 22.86
060-3304B TBI & PFI USED W/1700 (GM) 9.95
060-3305B FEMALE SIDE OF 3300 (GM) (Replaces 060-4000) 19.32
060-3500B 3/8 MALE ADAPTOR (Ford,Lincoln,Mercury) 34.26
060-3505B 3/8 FEMALE ADAPTOR (Ford,Lincoln,Mercury) 19.74
060-3508B SHRADER VALVE (Ford,Lincoln,Mercury) 13.68
060-3600B 1/2 MALE ADAPTOR (Ford,Lincoln,Mercury) 34.56
060-3605B 1/2 FEMALE ADAPTOR (Ford,Lincoln,Mercury) 20.72
060-3700B SHRADER VALVE (GM,Chrysler,Jeep) 17.92
060-3800B VOLVO ADAPTOR 16.80
060-3900B 5/16 FQD (Ford,Lincoln,Mercury) 18.62
060-3901B 3/8 FQD (Ford,Lincoln,Mercury) 14.91
060-3902B 1/4 FQD (Ford,Lincoln,Mercury) 14.70
060-4100B HYUNDAI ADAPTOR 34.93
060-4200B 5/16 MALE METAL (GM,Chrysler,Jeep) 19.67
060-4205B 5/16 FQD (GM,Chrysler,Jeep) 19.10
060-4300B 3/8 MALE CONNECTOR(Ford,GM,Chrysler,Jeep) 19.67
060-4305B 3/8 FQD (GM,Chrysler,Jeep) 14.70
060-4405B 1/4 FQD (GM,Chrysler,Jeep) 19.67
070-0080B 1/4 NYLON TUBE 0.82ft
070-0085B 5/16 NYLON TUBE 1.18ft
070-0086B 3/8 NYLON TUBE 1.56ft
070-0100B HOSE VACUUM 0.75ft
080-0230B 1/4 FPT FQD NI 12.65
080-3301B O-RING VITON USED w/3304 0.55
080-3302B SM. O-RING VITON Used w/3300,3304 0.55
080-3402B LG. O-RING VITON Used w/3100,3500,4100 0.50
080-3501B SMALL CLIP & TETHER (Ford,Lincoln,Mercury) 4.00
080-3601B LARGE CLIP & TETHER (Ford,Lincoln,Mercury) 4.00
080-3602B O-RING VITON Used w/3600 0.60
080-3701B VITON SEAL,3700 4.25
080-3903B 5/16 RETAINER (Ford,Lincoln,Mercury) 0.30
080-3904B 3/8 RETAINER (Ford,Lincoln,Mercury) 0.30
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
30
<PAGE>
PART # DESCRIPTION PRICE
- - ------------ -------------------------------------------- ------
080-3905B 1/4 RETAINER (Ford,Lincoln,Mercury) 0.40
080-4206B 5/16 RETAINER (GM,Chrysler,Jeep) 0.75
080-4306B 3/8 RETAINER (GM,Chrysler,Jeep) 0.80
080-4408B 1/4 RETAINER (GM,Chrysler,Jeep) 0.70
100-0090B ECS INTERNATIONAL MANUAL
100-0300B CHINESE OVERLAY 28.00
100-0104B FUEL INJECTOR PULSER IT100 (MQ) 144.00
100-4047B SPANNER NUT 5.00
100-4048B SPANNER WRENCH 12.00
100-5001B ICS TUBING (30") 0.75
200-0006B P-200 LOW FM ASSEMBLY 20.75
200-0007B P-200 HIGH FM ASSEMBLY 21.80
200-0011B P-200 BAR GAUGE ASSEMBLY 39.65
200-0050B P-200 2-WAY BLOCK ASSEMBLY 9.40
200-0064B P-200 5-WAY ASSEMBLY 119.31
200-0076B P-200 OUTPUT REGULATOR ASSEMBLY
(All"D"machines) 231.72
200-0083B P-200 RETURN REGULATOR ASSEMBLY 53.00
200-0093B TEE ASSEMBLY 16.35
200-0200B IN-LINE FILTER ASSEMBLY 14.95
200-0203B FILTER & TANK 5/16" ASSEMBLY 150.00
200-0204B TUTHILL FILTER & TANK 3/8" ASSEMBLY 160.00
200-0280B P-200 VACUUM SWITCH ASSEMBLY 62.95
200-0300B ECS/P-200 RETURN HOSE ASSEMBLY 27.00
200-0400B ECS/P-200 OUTPUT HOSE ASSEMBLY 27.00
200-0704B TUTHILL PUMP 5/16" ASSEMBLY
(With plumbing fittings) 215.00
200-0705B TUTHILL PUMP 3/8" ASSEMBLY
(With plumbing fittings) 215.00
200-0706B XOLOX PUMP ASSEMBLY
(With plumbing fittings) 215.00
200-0800B P-200 CONTROL VALVE ASSEMBLY 50.00
200-1002B ECS BAR GAUGE ASSEMBLY 39.95
200-1004B ECS BAR VACUUM GAUGE ASSEMBLY
200-1008B ECS 2-WAY ASSEMBLY 9.20
200-1010B ECS 5-WAY ASSEMBLY 198.50
200-1011B ECS OUTPUT REGULATOR ASSEMBLY 256.00
200-1012B ECS RETURN REGULATOR ASSEMBLY 53.00
200-1013B ECS CONTROL VALVE ASSEMBLY 50.00
200-1014B ECS TEE ASSEMBLY 20.45
200-1175B FUEL QD TOOL KIT 19.95
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
31
<PAGE>
<TABLE>
<CAPTION>
PART # DESCRIPTION PRICE
- - ------------ -------------------------------------------- ------
<S> <C> <C>
200-3000B BASIC ADAPTOR KIT 325.00
200-3006B FORD ADAPTOR KIT 315.00
200-3008B GM ADAPTOR KIT 197.00
200-3009B ASIAN/EURO ADAPTOR KIT 263.00
200-4007B TIMER ASSEMBLY 31.60
200-4008B FILTER & BASE 3/8" ASSEMBLY 59.55
200-4009B FILTER & BASE 5/16" ASSEMBLY 58.25
200-5000B SOLENOID REPAIR KIT 35.00
200-8009B P-200 REGULATOR RETROFIT 60.00
300-3000B BASIC ORGANIZER BAG (GREEN) 22.95
300-3006B FORD ORGANIZER BAG (RED) 22.95
300-3008B GM ORGANIZER BAG (BLUE) 22.95
300-3009B ASIAN/EURO ORGANIZER BAG (ORANGE) 22.95
</TABLE>
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
32
<PAGE>
EXHIBIT B
---------
IDT 4000i REPLACEMENT PARTS PRICING
-----------------------------------
<TABLE>
<CAPTION>
PART # DESCRIPTION PRICE
- - ------------ --------------------------------- ------
<S> <C> <C>
010-0034B TANK CAP 15.00
010-0026B WHEEL 12.50
010-0037B LEG 25.00
010-0040B FOOT GLIDE 3.75
010-0461B LOWER SENDING UNIT ADAPTOR 12.50
020-0049B ALARM HORN 22.50
020-4045B LOWER SENDING UNIT 81.25
020-0043B ELECTRICAL HARNESS, LOWER UNIT 12.50
020-0045B ELECTRICAL HARNESS, INTERNAL MAIN 87.50
020-0046B ELECTRICAL HARNESS, EXT. BATTERY 25.00
020-0047B ELECTRICAL HARNESS, EXT. SHUTDOWN 37.50
020-0091B RELAY 18.95
050-0018B PRESSURE SWITCH 50.00
050-0044B HYDRAULIC PUMP 12v (Diesel) 121.25
050-0086B FILTER ELEMENT REPLACEMENTS (20) 125.25
060-0590B FQD (Supply Tank) 24.96
060-0592B MQD (Supply Tank) 17.19
080-0230B FQD (Hose End) 12.65
100-0200B CHINESE OVERLAY 28.00
200-1471B OUTPUT HOSE ASSEMBLY 45.50
200-1472B RETURN HOSE ASSEMBLY 45.50
200-1960B UNIVERSAL ADAPTOR KIT 368.30
200-4003B OUTPUT SOLENOID ASSEMBLY 54.70
200-4004B PUMP ASSEMBLY 201.80
200-4031B ELECTRONIC HEAD ASSEMBLY 676.81
200-4032B FILTER ASSEMBLY 151.56
200-4038B PRESSURE SWITCH ASSEMBLY 49.70
</TABLE>
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
33
<PAGE>
EXHIBIT C
---------
CONFIDENTIAL INFORMATION
- - ------------------------
Each party agrees during the term of this Agreement and for a period of twenty-
four (24) months after the termination of this Agreement, to treat as
confidential all information and knowledge not in the public domain which such
party may acquire during the term of this Agreement from the other party
concerning the operations, business or financial affairs, know-how, processes,
techniques, trade secrets, products, services, properties, research and
development, plans or projections of the other party. The receiving party
agrees to keep the information secret and neither use nor divulge it directly or
indirectly or for the benefit of any person or entity other than as contemplated
by this Agreement. In addition, each party shall take such steps as reasonably
requested by the other party to protect the other party's patents, trademarks,
service marks, copyrights, trade secrets and other proprietary interests as set
forth herein provided that these steps are reasonable in concept and
implementation, consistent with prevailing standards pertaining to protection of
proprietary interests and no more rigorous than those taken by the other party
itself in protection of its proprietary interests. Each party agrees to
promptly advise an officer of the other party of any knowledge of any
unauthorized release or use of such information. All uses by Distributor of
MTI's name, or any trademark or tradename (or any mark or name closely
resembling the same), now or hereafter owned or licensed by MTI or any of its
affiliates shall be subject to the prior written approval of MTI. Distributor
is not authorized to use MTI's name or any such trademark or tradename in
connection with any aspect of its business other than in connection with the
sales, marketing and promotion of Products. Distributor shall not utilize the
name "MTI" or any of MTI's trademarks or tradenames as a part of Distributor's
tradestyle or corporate name. If either party violates this Exhibit C, such
party agrees that the other party will be entitled to injunctive and/or
equitable relief, without the necessity of posting any bond, because such a
violation, if not restrained or granted equitable relief, would result in
irreparable and serious harm for which damages would be an inadequate remedy.
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
34
<PAGE>
EXHIBIT D
---------
PRODUCT WARRANTY
- - ----------------
Fuel System Detergent Warranty. MTI warrants to Distributor that the Fuel
- - -------------------------------
System Detergent shall be free from defects in materials and manufacture, and
shall be consistent in its effectiveness and shall not deteriorate in
concentration for a period of one (1) year from the date of delivery by
Distributor to its customers unless Distributor and MTI agree to a change in
such concentration. Distributor agrees that it shall provide to MTI written
notice of any claim under this warranty within ninety (90) days after the date
that Distributor discovers or otherwise learns of such claim. In the event that
Distributor fails to provide to MTI the written notice provided for in this
Exhibit D within the time period specified herein, the warranty claim of
Distributor for which such written notice should have been provided shall be
barred. MTI warrants to Distributor that the Fuel System Detergent shall be fit
for the particular purpose of resale by Distributor to their customers for use
with the System in accordance with the instructions contained in MTI's operating
manual for the System, and MTI acknowledges that it is aware that Distributor is
relying upon MTI to furnish Fuel System Detergent that is suitable for such
particular purpose.
EXCEPT AS OTHERWISE PROVIDED FOR IN THE SUPPLIER AGREEMENT, THE WARRANTY
RESPECTING THE FUEL SYSTEM SOLUTION CONTAINED IN THIS EXHIBIT D IS IN LIEU OF
ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
System Warranty. Except as provided in this Exhibit D and in the Supplier
- - ---------------
Agreement, MTI further warrants to Distributor that the System shall be fit for
the particular purpose of resale by Distributor to their customers for use with
the Fuel System Detergent in accordance with the instructions contained in MTI's
operating manual for the System, and MTI acknowledges that it is aware that
Distributor is relying upon MTI to furnish Systems that are suitable for such
particular purpose.
EXCEPT AS OTHERWISE PROVIDED FOR IN THE SUPPLIER AGREEMENT, THE WARRANTY
RESPECTING THE SERVICE CART AS SET FORTH IN THIS EXHIBIT D IS IN LIEU OF ALL
OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Warranties. NOTWITHSTANDING ANYTHING IN EXHIBIT D HEREOF, NO
- - ------------------------
WARRANTY SHALL BE IMPLIED OR ARISE BY REASON OF COURSE OF DEALING OR USAGE OF
TRADE.
Survival. This paragraph shall survive any termination of this Agreement.
- - --------
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
35
<PAGE>
c. Minimum Performance Goals / Subsequent Years. The form of schedule
---------------------------------------------
shown below should be used by the Distributor to submit Annual Goals
for the Year as specified in Section 1.b.iv.
Set forth below is the ANNUAL GOAL as agreed between MTI and the
Distributor:
FOR THE YEAR FROM ____________________ TO ____________________:
PRODUCTS
--------
Equipment:
Units of Petrol Machines ______________________________
Units of Diesel Machines ______________________________
Cleaning Solution:
Cases of Gasoline Fuel
System Cleaner or Drum
Equivalent ______________________________
Cases of Diesel Fuel
System Cleaner or Drum
Equivalent ______________________________
U. S. Dollar Annual Goal ______________________________
ANNUAL GOAL IS REQUIRED TO BE SUBMITTED BY THE DISTRIBUTOR TO MTI AT LEAST 60
DAYS BEFORE THE EXPIRATION OF EACH YEARLY ANNIVERSARY OF THE DATE OF SIGNING OF
THAT CERTAIN PRODUCTS DISTRIBUTION AGREEMENT BETWEEN DISTRIBUTOR AND MOTORVAC
TECHNOLOGIES, INC. ("MTI") AND THIS ANNUAL GOAL IS SUBJECT TO ACCEPTANCE BY MTI
IN ITS SOLE DISCRETION.
SUBMITTED BY: ____________________________ DATE: _______________
DISTRIBUTOR NAME: ____________________________
ACCEPTED BY: ____________________________ DATE: _______________
ON BEHALF OF MTI
INITIAL:______
______
REVISION DATE: 5/22/96
------------
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
4
<PAGE>
EXHIBIT 11.1
MOTORVAC TECHNOLOGIES,INC.
CALCULATION OF PROFORMA NET LOSS PER SHARE
FOR THE THREE MONTHS ENDED
MARCH 31, 1996
<TABLE>
<S> <C>
Proforma Net Loss:
Net Loss (297,443)
Proforma Reduction of Interest Expense 145,865
---------
Proforma Net Loss (151,578)
=========
Proforma Weighted Average Outstanding Common and
Common Equivalent Shares:
Common Stock Outstanding, December 31, 1995 948,000
Common stock equivalents:
Conversion of Series A Preferred Stock 966,247
Conversion of Series B Preferred Stock 570,150
Common Shares Issued in Initial Public Offering 1,100,000
Incremental Shares, assuming exercise of options granted
after January 1, 1995 6,467
Conversion of $4,410,300 of Notes Payable to Related party 820,521
Shares Related to repayment of Interest 27,138
---------
Proforma Weighted Average Outstanding Common and
Common Equivalent Shares 4,438,523
=========
Proforma Net Loss per Share -0.03
=========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF MOTORVAC TECHNOLOGIES, INC. AS OF AND FOR
THE PERIOD ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,028
<SECURITIES> 0
<RECEIVABLES> 1,358,158
<ALLOWANCES> 68,395
<INVENTORY> 1,214,364
<CURRENT-ASSETS> 2,942,224
<PP&E> 488,445
<DEPRECIATION> 211,583
<TOTAL-ASSETS> 4,800,212
<CURRENT-LIABILITIES> 2,511,057
<BONDS> 0
0
1,496
<COMMON> 9,480
<OTHER-SE> 6,995,448
<TOTAL-LIABILITY-AND-EQUITY> 4,800,212
<SALES> 1,347,529
<TOTAL-REVENUES> 1,347,529
<CGS> 537,751
<TOTAL-COSTS> 537,751
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 145,913
<INCOME-PRETAX> (297,443)
<INCOME-TAX> 0
<INCOME-CONTINUING> (297,443)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (297,443)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
