AUTHORIZED SERVICE PROVIDER AGREEMENT
FOR EATON CERTIFIED ELECTRICAL CONTRACTORS

WHEREAS, EATON provides and/or manufactures residential generators, loadcenters, circuit breakers, pandelboards and other residential devices.

WHERAS, SERVICER desires to provide such installation, maintenance and repair filed services on residential loadcenters, circuit breakers, surge protection devices, wiring devices and lighting, and residential standby power systems and to use the EATON trademark to market such services to the

NOW, THEREFORE, in consideration of the mutual promises, terms and conditions contained herein the parties agree as follows
(the "Agreement"):

Art. 1 - Appointment of SERVICER. EATON hereby appoints SERVICER, subject to the terms and conditions hereof, as a non-exclusive provider of installation, start up, calibration, maintenance, modification and repair field services for electrical residential generators, loadcenters, circuit breakers, panelboards, and other residential devices; (the "SERVICES"). EATON reserves the to provide SERVICES by any means, including without limitation, appointment of other authorized service providers.

Art. 2. Obligations of SERVICER. SERVICER shall at all times use its reasonable best efforts to promote, provide and sell EATON manufactured products including, but not limited to; residential generators, loadcenters, circuit breakers, wiring devices and lighting, paneiboards, and other residential devices; and, in general, promote EATON good will, reputation and best Interests in connection with the SERVICES. SERVICER agrees to follow the ethic guidelines set forth by Eaton for its employees and suppliers.

(a) Service Level Agreement SERVICER shall respond to EATON sponsored leads and customer requests within a 24hour period.

Art. 3 Service Parts.
(a) SERVICER agrees to only use EATON genuine service parts in the maintenance and repair of EATON distribution and control equipment.

Art. 4. Semi annual Review and Monthly Reports. SERVICER shall meet with EATON or an EATON representative at least twice each year to review the SERVICERS business of providing SERVICES hereunder and any developments or changes affecting such business. At least once each year during such semiannual reviews SERVICER shall meet with EATON to set performance goals for sales of SERVICES and to review the prior year's performance.

Art. 5 Advertising EATON shall furnish reasonable quantities of sales literature, brochures, samples and technical data to SERVICER without charge. Customized literature templates will be provided to the SERVICER for a nominal fee.

(a) Business Support Materials. EATON shall make available through a structured earned points program business-building tools which shall be made available depending on purchase performance.

Art. 6. Training EATON shall provide an Instructor Led introductory certification course for the ERVICER that will be held near the SERVICERS area of business. EATON shall also provide training for SERVICER personnel on a web-based application for all such training to be determined at the time the training is provided. Upon completion by SERVICER personnel of the applicable training, SERVICER or its personnel who completed the training, shall be considered "EATON ELECTRICAL CERTIFIED CONTRACTORS”. EATON ELECTRICAL CERTIFIED CONTRACTORS are the only individuals authorized by EATON to provide factory certified service on EATON products.

Art. 7 Engineering Standards SERVICER shall maintain a high level of capability for engineering and specification work required to promote and perform the sale of the loadcenters, circuit breakers, generators, and other residential devices. SERVICER shall maintain the necessary product knowledge and familiarity in order to provide the SERVICES in a professional and competent manner and in accordance with the highest standards of the industry. SERVICER shall provide the services in a good and workmanlike manner and SERVICER shall maintain strict quality control in the provision of services that may be approved and monitored by EATON. Notwithstanding the training provided by EATON, SERVICER agrees to comply with all federal, state, and local law, regulations, and requirements when providing SERVICES. SERVICER shall be provided "Customer Satisfaction" survey forms.

Art. 8. Liability and Insurance. SERVICER assumes full responsibility for and shall indemnify and hold EATON harmless against all liability, loss and damages, to SERVICER, its employees, agents, sub- contractors, customers and all third persons and damage or loss, including loss of use, to property belonging to any of the foregoing arising on account of the act or failure on the part of SERVICER, its employees or agents, in conjunction with any services or other activity of SERVICER pursuant to this Agreement. SERVICER will purchase and maintain, at its sole expense, liability insurance and property damage insurance as follows:

(a) Commercial General Liability insurance (including products/completed operations coverage) covering SERVICER, its employees and agents, In the minimum coverage amount of $1,000,000 per Occurrence/General Aggregate. Such policies shall name EATON as an additional Insured and shall not be cancelable prior to thirty days written notice to EATON. SERVICER shall furnish EATON with satisfactory evidence of such policies of insurance at EATON request.

Art. 9 Use of Company Trademarks. SERVICER may Identify Itself in advertising, stationery, signs and the like as an "Eaton Certified Electrical Contractor" or Authorized Eaton Electrical / Cutler-Hammer Services Provider. SERVICER shall not use any EATON trademark or trade name or any name or mark confusingly similar thereto except in a form approved by EATON and in such manner as to indicate that SERVICER is independently owned. SERVICER shall immediately cease using any such identification upon termination of this Agreement.

10. Termination
(a) Upon the termination of this Agreement and upon written request from EATON, SERVICER shall return to EATON all information of a confidential nature Including technical information and drawings, demonstration products, and training manuals which EATON has supplied SERVICER pursuant to this Agreement. Except as provided for in this Agreement SERVICER shall not in any manner disclose to third parties, advertise or publish the terms of this Agreement without the express written consent of EATON unless required to do so by a governmental body or court of law

Art. 11. Term. The term of this Agreement shall commence on the date of this Agreement and remain in effect for the period three (3) years unless sooner terminated. This Agreement may be terminated by EATON upon thirty (30) days prior written notice to SERVICER at any time during the term hereof. This Agreement may be terminated immediately by either party:

(a) for breach of any of the terms and conditions hereof provided that notice has been given to the breaching party of the breach and the breach has not been cured within thirty (30) days; or (b) for failure to pay to the other party any amounts payable when due; or
(c) if either party ceases to function as a going concern, makes an assignment for the benefit of creditor or a petition in bankruptcy is filed by or against it; or

(d) by mutual agreement of the parties.

Art 12. Notices. Any notice or communication required or permitted hereunder shall be in writing and shall be sent by registered or certified mail, return receipt requested, or by commercial overnight courier service offering verification of delivery, and addressed to the parties at their respective addresses listed herein, or to such changed address as any party entitled to such notice shall have provided In writing to the other party. Any such notice or communication so mailed shall be deemed delivered and effective three (3) days after mailing thereof or if delivered by commercial service shall be deemed delivered and effective the day after sending. All notices or communications provided or permitted herein shall be in writing and considered delivered when sent to SERVICER and to EATON at: Eaton Corporation, 1000 Cherrington Parkway, Moon Township, PA 15108, Attention: ECCN

Art. 13. Independence of Parties. Nothing contained in this Agreement shall be construed to make SERVICER an agent or employee of EATON for any purpose, and neither party shall have any right whatsoever to incur any liabilities or obligations on behalf or binding upon the other party. SERVICER shall have no right, power or authority in any way to bind EATON to the fulfillment of any condition not herein contained or to any contract or obligation express or implied. SERVICER specifically agrees that it shall have no power or authority to represent EATON in any manner; that it will solicit orders for the SERVICES as an independent contractor in accordance with the terms of this Agreement; and that SERVICER will not at any time represent orally or In writing to any person or entity that it has any right, power or authority not expressly granted hereunder. All rights and powers not expressly granted to SERVICER hereunder are expressly reserved to SERVICER.

Art. 14. Assignment. SERVICER shall not transfer or assign its rights hereunder or any part thereof without the prior written consent of EATON.

Art. 15. Entire Agreement. This Agreement and the Exhibits hereto represents the entire agreement of the parties relating to the relationship of the parties and the SERVICES, and any amendment or modification hereof shall be in writing and duly executed by the parties in the same manner as this Agreement in order to be effective. The provisions of this Agreement are severable and if any one or more such provisions are determined to be invalid or otherwise unenforceable, in whole or in part, under the laws of any jurisdiction the remaining provisions or portions hereof shall nevertheless remain binding and enforceable by and between the

Art. 16 Disclaimer Neither party shall be liable to the other whether the claims are based in contract, in tort (including negligence or strict liability) for any special, indirect, incidental, or consequential damages whatsoever.

Notices. Any notice or communication required or permitted hereunder shall be in writing and

Art. 17. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, USA without regard to the conflicts of law principles thereof.