DISTRIBUTORSHIP AGREEMENT



THIS AGREEMENT (Agreement) is entered into this _____ day of ____________ 2003,

by and between Reclamation Consulting and Applications Inc., a Colorado

corporation ("RCAI") and North American Systems, Inc., a Nevada corporation

("Distributor")



        RECITALS



WHEREAS, RCAI manufactures and distributes certain asphalt, cement and related

product release agents, which are used in the construction and similar

industries and which are sold under the RCAI trademarks 'Alderox' and/or

'ASA-12'.



WHEREAS, RCAI desires to appoint Distributor to promote, market, sell,

distribute and service RCAI's products and Distributor desires to promote,

market, sell, distribute and provide customer service for RCAI products in the

territory, defined herein below.



THEREFORE, In consideration of the mutual representations, agreements and

conditions contained in this Agreement, RCAI and Distributor hereby agree as

follows:



SECTION 1:  DEFINITIONS



1.1     'Products' means asphalt, cement and related product release agents, in

liquid form which are non-toxic, non-explosive and environmentally compatible

and that RCAI formulates and manufactures.  RCAI authorizes Distributor to

distribute these Products under the RCAI Trademarks.



1.2     'Territory' means the entire geographic area of the United States.



1.3     'Effective Date' means the date first written above which will be

concurrent with the date when an authorized representative of the last party

hereto executes this Agreement.



1.4     'Agreement Year' means any partial or whole calendar year, commencing

with the Effective Date hereof, or any such subsequent period during the

continuance of this Agreement.



1.5     'Trademarks' means all trademarks, trade names, designs, logos or other

protected or protectable commercial symbols used by RCAI to identify RCAI as the

source of the Products to which RCAI grants Distributor the right of

distribution hereunder and as set forth in Schedule A attached hereto.



1.6     'Documentation' means any promotional, advertising, technical or

training materials developed and furnished by RCAI to Distributor hereunder,

specifically intended for the public, including customers and potential

customers and concerning the promotion, distribution, application or handling of

the Products.



1.7     'Distributor' means North American Marketing, Inc., and any sub-

distributor or subcontractor, agent, representative, successor or assign to whom

any of the rights or obligations of Distributor herein are assigned or delegated

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