EXCLUSIVE DISTRIBUTION AGREEMENT





         This Exclusive Distribution  Agreement (the "AGREEMENT"),  effective as

of  September  1, 2002 (the  "EFFECTIVE  DATE"),  is entered into by and between

Water$avr Global Solutions Inc.. (hereinafter "WATER$AVR GLOBAL SOLUTIONS INC.),

an Illinois corporation,  a wholly owned subsidiary of Flexible Solutions Inc. a

Nevada  corporation  ("Flexible  Solutions"),  having  its  principal  place  of

business at P.O. 262, Charleston IL 61920 and Ondeo Nalco Company,  (hereinafter

"ONDEO NALCO") a Delaware corporation, having a place of business at Ondeo Nalco

Center,  Naperville, IL 60563. Water$aver Global Solutions, Inc. and Ondeo Nalco

are  sometimes  each  referred  to  herein  as a  "Party"  and  together  as the

"Parties".



                                    RECITALS



A. Water$avr Global Solutions Inc. has developed and sells chemical products for

the reduction of water evaporation from water reservoirs;



B. Ondeo Nalco  markets  and sells water  treatment  and related  chemicals  and

services; and



C. Water$avr Global Solutions Inc. wishes to appoint Ondeo Nalco as an exclusive

distributor  of its  chemicals  in certain  markets and  non-exclusive  in other

markets and Ondeo Nalco wishes to accept such appointment.



                                    AGREEMENT



         In consideration of the mutual promises  contained herein,  the Parties

         agree as follows:



1.       DEFINITIONS. All definitions used herein shall apply to both the single

         and plural forms, as context may require. The following terms when used

         herein shall have the following meanings:



         1.1 "AFFILIATES" shall mean any parent or majority-owned  subsidiaries,

whether direct or indirect,  of Ondeo Nalco or Water$avr  Global Solutions Inc.,

as applicable.



         1.2  "CHEMICALS"  shall  mean those  Water$avr  Global  Solutions  Inc.

chemical products and improvements thereto listed in EXHIBIT A.





















{PAGE}

         1.3 "CONFIDENTIAL  INFORMATION"  shall mean  information,  material and

trade secrets  proprietary  to Water$avr  Global  Solutions  Inc. or Ondeo Nalco

(each, in such capacity, the "Disclosing Party") or to any related or affiliated

entity of such party or designated as confidential by such party, whether or not

owned or developed by such party,  which the "Receiving Party" (defined as Ondeo

Nalco, if Water$avr Global Solutions Inc. is the Disclosing  Party, or Water$avr

Global Solutions Inc., if Ondeo Nalco is the Disclosing  Party) or any Affiliate

of the  Disclosing  Party may obtain  knowledge of or access to, through or as a

result of its  relationship  with the  Disclosing  Party or with any  related or

affiliated  entity  thereof,  or through  physical access to any property of the

Disclosing Party. Without limiting the generality of the foregoing, Confidential

Information  shall  include,  but is not  limited  to,  the  following  types of

information and other information of a similar nature (whether or not reduced to

writing  or  still  in  development):   customer  lists,   business  strategies,

discoveries,  ideas,  inventions,   concepts,  software  in  various  states  of

development,  designs, drawings,  specifications,  outlines, techniques, models,

source  code,  object code,  documentation,  diagrams,  flow  charts,  research,

economic and financial analyses, developments,  processes, procedures, know how,

marketing  techniques and materials,  marketing and development plans,  customer

names and other information related to customers, price lists, pricing policies,

financial  information and employee files.  Confidential  Information shall also

include any information  described above which the Disclosing Party obtains from

another party and which the Disclosing Party treats as proprietary or designates

as Confidential Information, whether or not owned or developed by the Disclosing

Party.



         1.5  "DOCUMENTATION"  shall  mean any  marketing  materials,  reference

materials,  regulatory materials or other information  describing or relating to

the Chemicals.



         1.6  "END-CUSTOMER"  shall mean a third party to whom Ondeo Nalco sells

the Chemicals.



         1.7 "EXCLUSIVE MARKETS" shall mean End-Customer as shown on Exhibit B.



         1.8  "IMPROVEMENTS"  shall  mean  any  improvements,   enhancements  or

modifications made to the Chemicals.



         1.9  "INTELLECTUAL  PROPERTY  RIGHTS"  collectively  means  any and all

patents,  patent  registrations,  business processes,  data rights,  copyrights,

trade names,  trademarks,  trade  secrets,  know-how,  mask works,  or any other

proprietary rights,  whether registered or unregistered,  arising or enforceable

under U.S.  law or the law of any other  jurisdiction  or  international  treaty

regime.



         1.10  "PRICES"  shall mean those prices for the  Chemicals  supplied by

Water$avr  Global  Solutions  Inc. to Ondeo  Nalco or any Ondeo Nalco  Affiliate

pursuant to the terms of this  Agreement,  as detailed in EXHIBIT C. In no event

shall Prices  offered  under this  Agreement to Ondeo Nalco ever be greater than

Prices  offered  to  other  distributors  or  re-sellers  for the  Services  and

Improvements  sold by  Water$avr  Global  Solutions  Inc.  to third  parties  or

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