0001175710-04-000036 Sample Contracts

TECHNOLOGY TRANSFER AGREEMENT
Technology Transfer Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products • Alberta

This Technology Transfer Agreement made and dated January 6, 2003 is between RESIN SYSTEMS INC., an Alberta, Canada corporation (the "Vendor") and RESIN SYSTEMS INTERNATIONAL LTD., a corporation incorporated under the laws of Barbados (the "Purchaser").

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DISTRIBUTION & REPRESENTATION AGREEMENT
Distribution Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products • Alberta

NOW THEREFORE, in consideration of the terms and conditions of this Agreement, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

COST SHARING AGREEMENT
Cost Sharing Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products • Alberta

This Agreement, made and dated January 6, 2003 between Resin Systems Inc., an Alberta corporation ("RSI Canada") and Resin Systems International Ltd, a company incorporated under the laws of Barbados (9M International").

OFFER TO LEASE
Sub-Lease Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products

Care of Delco Remy America Inc. (hereinafter called "the Sub-Landlord") of the Former Engine Rebuiders space (hereinafter called “the Building”) described herein:

Source Capital Group, Inc.
Financial Advisory Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products

The purpose of this letter is to confirm the understanding and agreement (the "Agreement") between Source Capital Group, Inc., ("SCG") and Resin Systems, Inc. (or the "Company"), regarding the retention of SCG by the Company as its financial advisor for the purposes set forth herein.

DISTRIBUTION AND OPTION FOR MANUFACTURING AGREEMENT
Distribution and Option for Manufacturing Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products • Alberta

This Distribution and Option for Manufacturing Agreement (the "Agreement") is entered into as of this 7th day of January, 2003 the "Effective Date") by Resin Systems Inc., an Alberta corporation ("RSI") and Harwell Hesco Electrical Supply Ltd., an Ontario corporation ("Harwell").

Dated August 30, 2003 EURO-PROJECTS (LTTC) LIMITED and RESIN SYSTEMS INC. and RESIN SYSTEMS INTERNATIONAL LTD. TECHNOLOGY LICENCE AGREEMENT TECHNOLOGY LICENCE AGREEMENT
Technology Licence Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products • Alberta

EURO-PROJECTS (LTTC) LIMITED a company incorporated under the laws of England and Wales whose registered office is at Leicestershire, England ("the Licensor")

SUBSCRIPTION FOR UNITS
Subscription Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products

The undersigned (hereinafter referred to as the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the number of units ("Units") of the Corporation set forth below for the aggregate subscription price set forth below (the "Subscription Price"), representing a subscription price of Cdn. $0.80 per Unit, upon and subject to the terms and conditions set forth in "Terms and Conditions of Subscription for Securities of Resin Systems Inc." attached hereto (the "Subscription Agreement"). Each Unit is comprised of one common share ("Common Share") of the Corporation and one common share purchase warrant of the Corporation. Each common share purchase warrant of the Corporation ("Warrant") is exercisable to purchase one Common Share for a period of 12 months subsequent to the Closing Date (as defined herein) at an exercise price of Cdn. $1.00 on or before the sixth month anniversary of the Closing Date and at an exercise price of Cdn. $1.25 on or before the twelve month annive

CONTRACT NO. - RSI – 51503
Consulting Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products • Alberta

AGREEMENT, made this 1st day of August 2003, by and between "Resin Systems Inc."(hereinafter "COMPANY") and "Phillip Lockwood" (hereinafter the "CONSULTANT") for the services hereinafter defined and under the following terms and conditions for RSI.

SERVICES AGREEMENT
Services Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products • Delaware

This Agreement (the "Agreement") is dated November 7, 2003 and is entered into by and between Resin Systems Inc. (hereinafter referred to as "COMPANY") and Thorpe Beeston Investments Ltd. (hereinafter referred to as "PR CONSULTANT").

RESIN SYSTEMS INC. 14604-115A Avenue Edmonton, Alberta, Canada T5M 3C4
Agreement to Provide Design, Support and Consulting Services • March 3rd, 2004 • Resin Systems Inc • Textile mill products
OPERATING AGREEMENT AMONG RESIN SYSTEMS INC., RESIN SYSTEMS INTERNATIONAL LTD., EURO-PROJECTS (LTTC) LTD., (OPERATING AS THE RSG/EPL JOINT VENTURE) AND RS TECHNOLOGIES INC
Operating Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products • Alberta

WHEREAS, the Joint Venture Participants have entered into a joint venture arrangement (the "Joint Venture") according to the terms of a Joint Venture Agreement dated ___________________, 2003 (hereinafter referred to as the "JVA");

CONTRACT NO. - RSI – 80103
Consulting Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products • Alberta

AGREEMENT, made this 1st day of August 2003, by and between "Resin Systems Inc."(hereinafter "COMPANY") and "Paul Diemert" (hereinafter the "CONSULTANT") for the services hereinafter defined and under the following terms and conditions for RSI.

MEMORANDUM OF LEASE
Lease Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products • Alberta

IN CONSIDERATION OF the mutual covenants and agreements hereinafter contained, the Lessor and the Lessee hereby mutually covenant and agree as follows:

CONSULTING AGREEMENT
Consulting Agreement • March 3rd, 2004 • Resin Systems Inc • Textile mill products • Alberta

WHEREAS the Corporation wishes to retain the Consultant to provide consulting services in the area of strategic implementation in sales and marketing;

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