SANTI UNITED STATES DEALER PROGRAM

Offered exclusively by:

OceanEdge Outfitters, LLC. 908-359-5468

Fax 908-359-5497 www.OceanEdgeOutfitters.com

OceanEdge Outfitters, LLC (henceforth known as "OEO") is very pleased to offer SANTI products to the US dive community. These exceptional quality drysuits and dive gear offer an unprecedented level of comfort and quality desired by the discriminating customers of US dive shops who require the best. The SANTI US DEALER PROGRAM provides for SANTI products to be sold to authorized SANTI dealers who can successfully sell and represent SANTI products to retail customers as described in the Terms & Conditions included in this document. OEO feels that customers are much more likely to purchase a product when it can be seen and examined in person. As such, SANTI US DEALERS are asked to make a minimal investment in inventory. The inventory requirement is limited to 2 drysuits, 3 undersuits appropriate for geographical location and one dealer start-up pack ($499.95- which includes a Full color dealer booklets with color samples and material swatches and a size run of either Flexsole boots or neoprene socks) for demonstration/sizing purposes. Additionally, dealers are expected to maintain sales levels of at least $3,000 per year, have a retail location, and offer pre and post sales support. More information about this program is included in the Terms and Conditions document. To assist its US Dealers, OEO will provide materials to aid in selling SANTI Products. These include: Promotional materials Key Person Program to get your key staff into SANTI equipment Special programs introduced throughout the year

In addition to the SANTI US Dealer Program, OEO offers a SANTI US Premier Dealer Program. This exciting program offers discounted pricing to dealers who maintain full service facilities and have consistently robust sales levels. Dealers who stock a sampling of all SANTI products on the retail floor, offer drysuit certification training, provide drysuit repair services, have training and rental equipment available, and who participate in OEO’s SANTI programs are eligible to apply. Qualification is achieved with sales of 5 drysuits or 4 drysuits and 3 undersuits per quarter! To apply to become an authorized SANTI dealership, mail, fax, or email all pages of the SANTI US Dealer Application to:

OceanEdge Outfitters, LLC Phone (908) 359-5468 856 Route 206 FAX (908) 359-5497 Building A santi@OceanEdgeOutfitters.com Hillsborough, NJ 08844 www.OceanEdgeOutfitters.com

If you have any questions, please call or email!

SANTI US DEALER APPLICATION BUSINESS INFORMATION Business Name _________________________________________________________________________________ Address ______________________________________________________________________________________ City, State, Zip _________________________________________________________________________________ Telephone ____________________________________ Fax ____________________________________________ E-mail ________________________________________ Web site ________________________________________

OWNERS, OFFICERS, and MANAGERS Home address and telephone number

Name ______________________________________ Title __________________________ Phone ________________________ Address __________________________________________ City, State, Zip __________________________________________ Name ______________________________________ Title __________________________ Phone ________________________ Address __________________________________________ City, State, Zip __________________________________________ Name ______________________________________ Title __________________________ Phone ________________________ Address __________________________________________ City, State, Zip __________________________________________ Name ______________________________________ Title __________________________ Phone ________________________ Address __________________________________________ City, State, Zip __________________________________________ Name ______________________________________ Title __________________________ Phone ________________________ Address __________________________________________ City, State, Zip __________________________________________ Name ______________________________________ Title __________________________ Phone ________________________ Address __________________________________________ City, State, Zip __________________________________________

TYPE OF ORGANIZATION

Sole Owner Partnership Corporation LLC How long in present business: ______________ How long at present location: _____________ Annual drysuits sold ____________

Store Hours: Mon ___________________ Tues _______________________ Wed _______________________ Thurs ____________________ Fri ___________________ Sat ____________________ Sun ___________________ Are your store hours seasonal? Yes No Services Provided (check all that apply): Air Drysuit Rentals Travel Nitrox Service/Repair

Rentals Instruction Other _______________________________

REPAIRS Do you perform drysuit repair services on-site? Yes No If yes, what type of repairs? Wrist Seals Zippers Neck seals Leak Test Have you completed any drysuit repair seminars? Yes No If yes, please list: Manufacturer ____________________________________________ Date ________________

Manufacturer ____________________________________________ Date ________________

Manufacturer ____________________________________________ Date ________________

INSTRUCTION

Approximately how many students are certified annually through your store? ______________________________

What levels of certification do you offer? ___________________________________________________________

___________________________________________________________

Do you offer drysuit specialty certification? Yes No

Do you offer entry-level certification in a drysuit Yes No

If no, do you want to offer it within the next year? Yes No

What training organization(s) do you use? ___________________________________________________________

How many instructors work through your store? ______________________________________________________

How many of your instructors wear drysuits when training? __________________________________________________

SALES

Annual gross sales $___________________ What brands of diving equipment, including drysuits and related items, do you sell now?

_____________________________________________________________________________________________

_____________________________________________________________________________________________

TRADE REFERENCES (Major Suppliers)

Name _______________________________________ Account Number __________________________________

Phone _______________________________________ Fax _____________________________________________

Address _____________________________________ City, State, Zip ____________________________________

Name _______________________________________ Account Number __________________________________

Phone _______________________________________ Fax _____________________________________________

Address _____________________________________ City, State, Zip ____________________________________

Name _______________________________________ Account Number __________________________________

Phone _______________________________________ Fax _____________________________________________

Address _____________________________________ City, State, Zip ____________________________________

SIGNATURE By signing this application, I attest that the above is true and factual:

Signature _____________________________________________________________________ Date ________

Name ________________________________________________________________________

SANTI US DEALER TERMS & CONDITIONS

US SANTI DEALER AGREEMENT Subject to the terms and conditions set forth, OceanEdge Outfitters, LLC (henceforth known as "OEO") appoints nonexclusive, authorized dealers for SANTI products sold from the location as indicated and approved by OEO in the SANTI US Dealer Application.

AUTHORIZED LOCATION(S), RESALE & APPOINTMENT OF OTHER DEALERS Non-exclusivity OEO intends to establish a network of nonexclusive, authorized SANTI dealers throughout the US. Dealer’s appointment is not a grant of exclusivity for any specific territory, geographical area or product. OEO reserves the absolute right for any reason whatsoever to increase or decrease the number of authorized SANTI dealers in the vicinity of a Dealer’s store(s) at anytime without notice to or consent from Dealer. Resale Each Dealer is required to have the technical resources, facility and capacity to market such products properly, safely and effectively. Accordingly, Dealer warrants and represents to, and agrees with, OEO as follows: • Dealer shall maintain a retail store for the sale of SANTI products at the location specified on Dealer Application • Dealer shall use its best efforts to promote the retail sale of SANTI products • Dealer agrees to provide customers the benefit of pre-sale and post-sale education, training and support Right to Appoint Sub-dealers; Sub-agents Dealer may not appoint or use any other party to perform its obligations under these Terms & Conditions or to promote the sale of SANTI products. OEO reserves the right to make direct sales to any person without incurring any commission or other payment obligation to Dealer.

OTHER OBLIGATIONS OF DEALERSHIP In consideration of Dealer’s appointment as an authorized SANTI dealer, Dealer warrants and represents to, and agrees with, OEO as follows: Terms & Conditions The Terms & Conditions may be amended from time to time. Dealer shall comply with all Terms & Conditions amendments and any breach thereof shall constitute a breach of the Terms & Conditions. Display Dealer shall maintain a display in an attractive environment which is appropriate for the display and demonstration of SANTI products to customers. Technical Knowledge / Training / Customer Service Dealer and its staff shall be conversant with the technical aspects of sport diving products in general. Dealer and its staff shall also develop sufficient knowledge of SANTI products (including their specifications, features and benefits) and of equipment competitive with SANTI products so as to be able to explain in detail to potential customers the differences between SANTI products and such competitive equipment. Dealer shall, at its own expense and cost, conduct such sales training of its personnel.

Dealer and its staff shall provide professional before and after sale service with regards to SANTI products. Professional customer service includes but is not limited to:

Adequate knowledge of sizes, colors and options available for SANTI products

Correct measuring and fitting for stock and custom drysuits

Prompt placement of customer orders

Training in use of SANTI products which includes how to don and how to take off to maximize the life of the SANTI product

Seal trimming

Maintenance of SANTI products

Follow-up support as needed by customer SANTI Seminars and Repair Training Dealer and Dealer’s staff may attend, at Dealer’s sole cost and expense, SANTI Sales and Repair seminars offered at trade and/or consumer shows as well as hands-on repair training at the the USA Service Center. Dealer is to contact OEO to schedule factory training at OEO’s convenience. Sales Practices Dealer shall at all times conduct business in a manner that will reflect favorably on SANTI products and their high quality, image, and credibility and on the good name, goodwill and reputation of SANTI.

INTERNET POLICIES Dealer Website Dealer can advertise all products on the current SANTI US Retail Price List as well as used products such as training and rental equipment on the Dealer's store website. Only OEO's Suggested Retail Pricing can be used for new and current products. Website's Other than the Dealer's Website Dealer can use other websites to advertise used SANTI products, such as training and rental equipment. Dealer cannot advertise new or current SANTI products as listed in the SANTI US Retail Price List on web sites other than the Dealer's store website (e.g. internet auction sites). Deceptive Practices Dealer shall not participate in any illegal, deceptive, misleading or unethical practices, including, but not limited to, disparagement of SANTI products or OEO, or use “loss leaders” or “bait-and-switch” techniques, or other practices that are or might be detrimental to SANTI products, OEO or the public.

Unauthorized Statements Dealer shall at all times display, demonstrate and otherwise represent SANTI products fairly in comparison with competitive products from other manufacturers. Dealer shall make no false or misleading representations to customers or other persons with regard to SANTI products or OEO. Dealer agrees not to make any representations with respect to the specifications, features or capabilities of SANTI products which are not consistent with those described in literature distributed by SANTI and OEO. Furthermore, Dealer is not authorized to extend to its customers any warranty other than that set forth by SANTI. SANTI reserves the right to modify its specific written warranties from time to time upon notice to Dealer through its distributor OEO. Minimum Sales Dealer is expected to purchase a minimum of $3,000.00 per year of SANTI products from OEO. Change in Ownership In the event of any change in the ownership of Dealer or any transfer of all or any material part of Dealer’s business or any store described in the SANTI US Dealer Application, the dealership shall terminate. The new owner can then apply for a dealership with OEO. Such application may be accepted or rejected by OEO at its sole discretion.

PLACEMENT OF ORDERS / SHIPMENTS / RETURNS / DISCREPANCIES / CUSTOM DRYSUITS Orders All orders are subject to acceptance by OEO. Orders will be accepted only on the terms set forth in the Terms & Conditions and at the prices then in effect. All sales are deemed made in Somerset County, NJ. OEO may refuse to accept any order for any reason which OEO determines in good faith to be detrimental to its best interest. No order accepted by OEO may be changed or canceled without OEO's prior written consent. Shipment OEO will use its best efforts to ship orders promptly. OEO shall not be liable for delays or failure to ship products regardless of the reason. Returns Before returning any product to OEO for exchange or credit, contact OEO to get a return authorization number. Merchandise returned without a return authorization number may be returned to the sender. Send returns freight prepaid. Authorized returns of salable merchandise (unused and undamaged) are subject to a restocking charge of 20% or $15.00, whichever is greater. Authorized returns of custom drysuits are subject to a restocking charge of 33% of purchase price. If merchandise is returned to OEO because it cannot be delivered due to Dealer error, Dealer agrees to pay all re-shipping charges in addition to the original shipping charges. All returned items are subject to inspection by OEO. The appropriate credit will be applied by OEO upon receipt and inspection of the return items. Discrepancies Unless you notify OEO in writing within THIRTY DAYS from the date of shipment of any shortages, overages, irregularities, or dissatisfaction with terms, discounts, prices, sizing, or conditions of sale, you have accepted the order as shipped and invoiced. Claims for damages and shortages resulting from common carrier transit must be filed with the carrier upon receipt of merchandise. OEO is not responsible for damages resulting from shipping delay, shipping errors, or non-delivery. Custom Drysuits Any fitting discrepancies must be brought to OEO’s attention within THIRTY DAYS of shipment. If the suit does not fit due to OEO’s error, OEO will repair or rebuild the suit. OEO is not responsible for drysuits that do not fit due to an error in measuring or for a divers change in measurements while the suit is being manufactured. Measuring: All measurements for custom drysuits must be submitted to OEO in Centimeters.

WARRANTY SERVICE / SERVICE DEPARTMENT Warranty Service No return authorization is needed. Warranty repairs must be sent to OEO freight pre-paid. OEO will pay return freight. Please see SANTI’s warranty card for complete warranty information. Address warranty service/repairs to the Service Department. Service Department No return authorization number is needed. Please include a detailed note of what repairs you would like to have done. Address service/repairs to the Service Department.

PRICES/FUNDS Prices Prices to Dealer shall be those set forth in the SANTI US Dealer Price List. All prices are subject to change without notice. Non-sufficient Funds A $50.00 charge will be applied to any check returned to OEO due to non-sufficient funds.

DEALER DETERMINES ITS OWN RESALE PRICES Although the SANTI US Retail Price List may show OEO’s suggested retail prices, Dealer is free to unilaterally determine its own resale prices. Dealer is encouraged to sell SANTI products at or near the suggested retail prices, so that Dealer can provide necessary investment and support services and make a fair profit.

CHANGES IN PRODUCTS Dealer recognizes that SANTI has the right to change SANTI products at any time and OEO shall not be liable to Dealer with respect to any inventory of such SANTI products in Dealer’s possession which are of a prior design or model. SANTI may also discontinue the sale of any products, and related spare parts, at any time without notice. Such change or discontinuance shall be indicated by notice to Dealer. Dealer shall have no claim against OEO arising from SANTI’s changes in the availability of SANTI products.

TRADEMARKS AND TRADE NAMES Dealer is authorized by OEO to use SANTI’s products names, logos and product graphics available to all Dealers. “Authorized SANTI Dealer” and other trade names and trademarks owned by SANTI and used on its products may be used in Dealer’s sales and promotional materials. Dealer’s use of such Authorized Marks shall be in accordance with OEO’s and SANTI's policies, including but not limited to trademark usage and advertising policies. Dealer agrees not to remove or efface any of SANTI’s trademarks, service marks, designs, markings, logos or trade names on SANTI products. Dealer agrees not to attach any additional trademarks, logos or trade designations to any SANTI products. Dealer further agrees not to affix any SANTI trademark, logo or trade name to products other than the appropriate SANTI products.

TERMINATION Either party may terminate dealership without cause, at any time with written notice. OEO may, at its sole option, purchase any or all of SANTI products from Dealer upon written notice. After receipt and inspection of the SANTI products from Dealer, OEO will issue a refund, if any, to Dealer. Dealer shall immediately cease to use any Authorized Marks. OEO shall have no liability to Dealer following termination of dealership for compensation, reimbursement or damages or for any loss of goodwill or prospective profits, or for any investment, expenditures or commitments made or entered into by Dealer in connection with the sale of SANTI products. Dealer’s sole and exclusive agreement shall be the right to re-sell such inventory if it is not repurchased by OEO pursuant to the provisions above. OEO shall not be liable to Dealer for any loss of profits, economic loss, special damages, punitive, incidental, consequential or contingent damages of any kind.

RELATIONSHIP OF THE PARTIES Dealer is an independent contractor and does not have any power, right or authority to bind OEO, or to assume or to create any obligation or responsibility, express or implied, on behalf of OEO or in OEO’s name.

CONTACT INFORMATION

OceanEdge Outfitters, LLC Phone (908) 359-5468 856 Route 206 FAX (908) 359-5497 Building A santi@OceanEdgeOutfitters.com Hillsborough, NJ 08844 www.OceanEdgeOutfitters.com

SANTI US RETAIL PRICING & ADVERTISING POLICY

OceanEdge Outfitters, LLC (henceforth known as "OEO") and SANTI take great pride in offering high-

performance products that enhance SANTI’s reputation for quality and excellence. We believe that

SANTI’s competitive position and the demand for SANTI products are increased when these

products are sold through dealers that are able to provide a high level of professional service and

technical information to the consumer. OEO recognizes that such a level of commitment to SANTI

products by its dealers does involve dealer costs in providing the necessary investment and support

services. By fostering dealer profits from the retail sales of SANTI products, OEO enhances its own

competitive position. Accordingly, OEO has adopted a Retail Pricing and Advertising Policy. This

policy is that OEO may choose not to sell any products listed on the current SANTI US Retail Price

List to dealers who choose to advertise or sell any of these products at a discount of more than 10%

below OEO’s suggested retail price ("SRP"). Advertisements that require a call or store visit by the

consumer to learn of a greater than 10% discount below SRP are in violation of this policy. For

purposes of this policy, advertisement includes ads and promotions placed with television, radio,

newspapers, magazines, flyers or catalogs (including direct mail) as well as in-store and point-of-

sales pricing announcements. In addition, no pricing other than SRP is to be used when advertising

SANTI products on the Internet. Advertisements on the Internet that require a call by the consumer

to learn of other available pricing is in violation of this policy. OEO intends to administer this policy

without exception. OEO acknowledges that each dealer is free to unilaterally determine its own

retail prices for SANTI products and to advertise SANTI products at such prices. Similarly, OEO

retains the right to discontinue sales to dealers who fail to conform to OEO’s retail pricing policy.

This Policy does not apply to factory refurbished, discontinued or used SANTI equipment. OEO

retains the right at any time to change either this policy or the SANTI US Retail Price List by adding

or deleting items, or by modifying the suggested retail prices. OEO will notify all affected dealers in

writing in advance of any changes.

SANTI US RETAIL PRICING & ADVERTISING POLICY

FREQUENTLY ASKED QUESTIONS

1. Are products not in SANTI’s current price list covered by the Policy?

Products that are not in SANTI’s current price list are considered to be discontinued items and

are excluded from the Policy.

2. Does the policy apply to sales to staff, dive instructors, or divemasters?

No. OEO does not consider these to be retail sales.

3. Does the Policy apply to used products such as training and rental equipment?

No. However, all sales and advertisements to sell used equipment must clearly state that the

products are “used” and such information should appear on applicable invoices.

4. Does the Policy apply to sales or bids to government buyers (i.e. Federal, Military or Municipal

buyers) and commercial accounts such as marine contractors or aquariums?

No. These customers are not considered to be retail customers.

5. Does the Policy prohibit a dealer from selling SANTI products below the SRP if the product is

also an advertised product on-line?

No. The Internet Pricing Policy applies to internet advertising only.

6. Does the Policy in any way limit Dealers from selling the products listed on the SANTI US Retail

Price List at prices above OEO's Suggested Retail Price?

No. The Policy only pertains to sales of products below OEO’s SANTI US Retail Prices.

7. If OEO discontinues sales to a Dealer for violating the SRP, what will prevent the Dealer from

dumping SANTI Products after this action?

OEO has the option to repurchase any or all inventory of a terminated Dealer as stated in the

Terms and Conditions. OEO will decide on a case-by-case basis, whether the repurchase of

inventory is in OEO’s best interests.

SANTI US PREMIER DEALER APPLICATION Please fill in the information below to be considered for SANTI US Premier Dealer status. Your eligibility must be verified by OceanEdge Outfitters, LLC (henceforth known as "OEO").

____________________________________________________________________________________ Store Name

_____________________________________________________________________________________ City, State

_____________________________________________________________________________________ Main Contact Person Name and Phone Number

To be eligible for and to maintain SANTI US Premier Dealer status, a dealer must, in addition to the obligations listed in the SANTI US DEALER Terms & Conditions and OEO’s SANTI US Retail Pricing and Advertising Policy, meet the additional criteria as listed below.

CRITERIA VERIFICATION 1. Inventory and display the entire range of SANTI products on the retail floor. Please list here the SANTI

products you display on the retail floor.

A. Drysuits: (one of each style): List type and serial numbers

__________________________________________________________________________________________

B. Undersuits (minimum of one): List type and serial numbers

__________________________________________________________________________________________

C. After Expedition: List styles & quantities

__________________________________________________________________________________________

D. Selection of Accessories including socks, hoods, dry gloves: Describe

____________________________________________________________________________________________________

____________________________________________________________________________________________________

2. Rental and Training Inventory Please list in detail including style, size and serial number for each suit and the

style and size for all SANTI products. Attach separate sheet if necessary

__________________________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________

3. Offer training in drysuits at all levels including entry level:

Approximate number of open water students per year _______________________ Approximate number of open water students electing drysuit option _______________________

Approximate number of students beyond open water _______________________

% of other students electing drysuit option _______________________

4. Provide basic on site repair service including seal and valve changes, leak test and puncture repair. SANTI

parts must be used and the repair technician must have attended a SANTI repair clinic.

_______________________________________________ Name of Technician/Place & Date of Clinic / Seminar

5. Participate fully in local demo days (if available in your area), OEO’s SANTI Key Person programs and other

OEO/SANTI promotions ______________________________________ (Location and Date of Local Demo Day)

6. Comply with all SANTI US Dealer Terms and Conditions and OEO’s SANTI US Retail Pricing and Advertising

Policy.

7. In addition, have quarterly sales of five (5) drysuits or four (4) drysuits and three (3) warming vests.

Sales for Quarter _____________ Fill in quarter and year (e.g. 1Q 2012)

Drysuits Sold _____________

Warming Vests Sold _____________

In return for the privileges associated with SANTI US Premier Dealer status, we, __________________, Name of Store

agree to comply with the requirements as outlined in the SANTI Premier Dealership Program. Failure to

continuously comply with these requirements will result in loss of Premier Dealer status, and we will no longer be

eligible for a 3% product discount on our SANTI equipment purchases. We understand that the criteria for premier

status may be subject to change.

Signature of Dealer __________________________________________________ Date_______________________

Name of Dealer __________________________________________________

Reviewed and Accepted:

Signature of OEO Representative ________________________________________ Date______________________