RESALE AGREEMENT

1) DUTIES OF THE COMPANY

1.1) Company shall represent Royalty Inc. brand products and services in an ethical and professional manner at all times and maintain an ongoing performance parts business in good standing within its local business community.

1.2) Upon request from Royalty Inc., Company shall provide trade references from other suppliers, which have conducted business with Company within the last year.

1.3) Company shall not copy, reverse engineer, or in any other way promote or claim Royalty Inc. products as its own. All ownership rights and title for design, drawings, tooling, and other proprietary information shall remain the property of Royalty Inc. at all times. Company further agrees not to make available to a third party or the public any drawings, data, or other information regarding Royalty Inc. products without the expressed written consent of Royalty Inc.

1.4) Company agrees to abide by the terms and conditions contained in this agreement and the policies and procedures of Royalty Inc a copy of which shall be provided to Company.

1.5) Company agrees to maintain its accounts in good standing with Royalty Inc at all times.

2) TERMS

2.1) All credit accounts are due 15 days after the date of the invoice. The due date of the invoice will be presented on the original invoice for Company with approved credit.

2.2) Company without credit approval will pay COD, prepay, or credit card.

2.3) Company checks will be accepted upon approval of references supplied.

2.4) COD orders must be paid via money order or certified bank check.

3) PAST DUE ACCOUNTS

3.1) If payment is not received in full within 5 days of its due date, all following orders will be held until the account is current or sent COD.

3.2) Delinquent accounts will assessed a 3% monthly finance charge and may be placed on COD or prepay.

3.3) All returned checks will be assessed a fee of $25.00. Royalty Inc. reserves the right to terminate any account that fails to meet its financial obligations to accounts payable. Any account that is past due for a period of more than 60 days will no longer be considered a dealer/distributor and the account will be turned over for collections.

4) BACK ORDERS

4.1) All back orders will be filled as soon as possible unless instructed otherwise. Back orders older than 90 days will be cancelled unless other arrangements are specified.

5) CLAIMS

5.1) All claims for shortages or errors in shipments must be made within 48 hours of receipt of product. Claims for damage or loss in transit must be made directly with the carrier.

6) STOCK ADJUSTMENTS

6.1) All returned products are subject to a 15% restocking fee.

6.2) All products that are returned must be in new, unused and in “ready to sell condition.” Any product received in any other condition than described above will be subject to an additional 15% repackaging charge or returned with no credit issued.

6.3 Return freight charges must be paid by the Company.

6.4 Product may not be returned without authorization from Royalty Inc. Company must obtain an assigned RMA number from Royalty Inc. before returning any product, along with a copy of the original invoice. The RMA number must appear on the outside packaging of all returns or the shipment will be refused and returned freight collects to Company. RMA numbers are only valid for 30 days after being issued.

7) FREIGHT

7.1) All products are shipped via UPS ground unless specified by Company.

7.2) Any claim for shipping induced damage must be made directly with the carrier.

7.3) Company will be liable for any costs incurred from any refused shipment(s), regardless of the reason/circumstance. Royalty Inc. will be reimbursed for this expense before any other shipments will be permitted.

7.4 COD deliveries are not available on overnight deliveries.

8) WARRANTY

8.1) There is no warranty is expressed or given due to the unusual stresses placed upon products intended for high performance use. Royalty Inc. assumes no responsibilities or liabilities for any injuries or losses resulting from the use of Royalty Inc. products.

8.2) Royalty Inc. is committed to quality. Customer satisfaction is important to us. If a component is received and you are not satisfied with the finished quality, feel free to contact Royalty Inc. We value our customer’s input. This helps us maintain the level of quality that is synonymous with Royalty Inc. products.

9) PRICING

9.1) Prices and policies are subject to change without notice. Royalty Inc. reserves the right to refuse business to anyone.

10) QUALIFICATIONS

10.1) Company must supply a business name and address, along with a state tax ID number.

11) DEALER PRICING STRUCTURE

11.1) If Company meets the dealer qualifications for your area; Company will receive a 25% discount on orders after Company completes $2500.00 of initial sales

(i.e. Buy In). After $5000.00 in sales, Company will receive a 30% discount on orders. Once Company reaches $10,000.00 in sales; a 40% discount will be applied to all future orders.

11.2) This program applies to all products manufactured directly by Royalty Inc. Vendor supplied products are subject to a variable rate dependent on Royalty Inc. terms.

11.3) Royalty Inc. vendor items will be classified with an A, B, or C prefix. Class A items qualify for 40% discount; Class B items qualify for 30% discount; Class C items will be a variable discount, dependant upon quantity.