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Supply and Distribution Agreement

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Title:

Supply and Distribution Agreement

Entities:

Icon Leasing Fund Eleven, LLC

Date:

2007

Size:

47KB total

Price:

$41

ID:

#2766141

► Licensing ► Distribution ► Supply & Distribution Agreements

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SUPPLY AND DISTRIBUTION AGREEMENT

This Supply and Distribution Agreement (the Agreement), effective as of 9 March, 2007 (the Effective Date), is made between O2Diesel Corporation (O2Diesel), having its registered office at 100 Commerce Drive, Newark, DE 19713, USA and Fair Energy S.A. (Distributor) having its registered office at Rue du Mont Blanc 7, 1201 Geneva, Switzerland (each a Party, and collectively the Parties).

WHEREAS, O2Diesel has developed proprietary technology for oxygenating diesel fuel, including a proprietary fuel additive, and market development experience from its activities in the United States and Brazil;

WHEREAS, Distributor desires to obtain a supply of O2Diesels proprietary fuel additive; and

WHEREAS, O2Diesel desires to appoint Distributor as a distributor and provide such additive and support;

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows.

1.	Definitions.

1.1

Affiliate with respect to a Person, means any other Person controlling, controlled by or under common control with, such first Person.

1.2

O2Diesel Additive means an O2Diesel proprietary compound that allows the mixing of diesel fuel and ethanol.

1.3

O2Diesel Product means oxygenated diesel fuel comprising base diesel fuel, the O2Diesel Additive, ethanol and a cetane improver, conforming to the specifications for such product provided by O2Diesel as per attached documents (including all improvements or branded products).

1.4

Person means a natural person, a corporation, a partnership, a trust, a joint venture, any governmental authority or any other entity or organization.

1.5

Term shall have the meaning given in Section 11.1.

1.6

Territory means Bolivia, Paraguay, Colombia and Switzerland.

1.7

Third Party means any Person that is not a Party to this Agreement.

2.	Supply of O2Diesel Additive.

2.1

Appointment of Distributor. As of the Effective Date, O2Diesel hereby appoints on an exclusive basis Distributor as a distributor of O2Diesel Product in the Territory subject to the terms and conditions of this Agreement. For as long as Distributor has materially performed and continues to materially perform its obligations under this Agreement, O2Diesel is prohibited from entering into any agreement and/or arrangement to directly or indirectly distribute or sell and/or authorize a Third Party to distribute and/or sell O2Diesel Product in the Territory and distribute or sell to any Third Party O2Diesel Additive in the Territory. For as long as O2Diesel has materially performed and continues to materially perform its obligations under this Agreement, Distributor is prohibited from purchasing any competing product of O2Diesel Additive.

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED TEXT IS INDICATED BY A *.

2.2

Ordering and Delivery. Distributor shall purchase and O2Diesel shall sell the O2Diesel Additive on the basis of Distributor purchase orders. Distributor shall submit the purchase orders for a requested quantity of O2Diesel Additive at least twelve (12) weeks prior to the requested delivery date. O2Diesel shall supply the requested quantity at a price agreed in the purchase order and the delivery shall be CIF. Further, the terms and conditions of the purchase order shall be in addition to the terms of this Agreement provided that, if any term of the purchase order is inconsistent with the terms of this Agreement, the terms of this Agreement shall prevail.

2.3

Minimum Volume. The Parties have agreed that Distributor shall place orders and O2Diesel shall supply the minimum of O2Diesel Additive (the Minimum Volume) at the price as set forth on Schedule A and O2Diesel shall in no event fail to supply the Minimum Volume provided however that, if the price of ethanol increases by * over the agreed price (Price Threshold) Distributor may at its option temporarily defer purchasing the Minimum Volume (Deferred Volume) and in such a case, Distributor shall be obligated to purchase the Deferred Volume once the price decreases below the Price Threshold over the same amount of time the Deferred Volume was deferred. For example, if the ethanol price is greater than the Price Threshold for six (6) months, Distributor shall have up to six (6) months to purchase the Deferred Volume. In the event that O2Diesel ceases to distribute the O2Diesel Additive in the Territory, O2Diesel shall assist Distributor in obtaining an agreement with Cognis Deutschland GmbH on the same terms and conditions that O2Diesel or its subsidiaries was supplying the O2Diesel Additive in the Territory.

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