GEOGRAPHIC EXCLUSIVE COMMISSIONED SALES AGENT AGREEMENT

GEOGRAPHIC EXCLUSIVE COMMISSIONED SALES AGENT AGREEMENT

This Geographic Exclusive Commissioned Sales Agent Agreement (herein referred to as " Agreement" ) is entered into by and between Tactical Operational Support Services LLC, a Florida Limited Liability Company also registered in the Commonwealth of Puerto Rico (herein referred to as " TOSS LLC " or " T.O.S.S. LLC ") and Lamperd Less Lethal Inc. (herein referred to as "LLLI" ) a Nevada registered company with principal business operations in Sarnia, Ontario Canada and dated as of August 2, 2005 (herein referred to as " Effective Date" ).

RECITALS

A. LLLI develops and sells a line of less lethal launching weapons, ammunition, accessories, and training services. It is recognized that LLLI products and services are based upon patented and proprietary intellectual property that should always remain the property of LLLI.

B. TOSS LLC has the ability to sell military and police products in the Commonwealth of Puerto Rico and the Dominican Republic.

C. LLLI desires its products and services to be sold in the Commonwealth of Puerto Rico and the Dominican Republic

D. TOSS LLC seeks to function, for a limited period of time, as an Exclusive Commissioned Sales Agent and successfully demonstrate to LLLI through the generation of significant commissioned sales of LLLI products and services to the military and police forces of the Commonwealth of Puerto Rico and the Dominican Republic that TOSS LLC is capable of becoming the Exclusive Distributor of agreed upon LLLI products and services in the Commonwealth of Puerto Rico (and the Dominican Republic where TOSS LLC is also registered).

AGREEMENT

Based on the mutual covenants herein and other good and valuable consideration, the parties hereby agree as follows:

SECTION I
Definitions

A. Products . All LLLI products and services deemed by LLLI as deliverable and applicable to the sales opportunities brought forward by TOSS LLC, and not restricted by other LLLI distribution agreements.

B. Territory . Subject to the terms and conditions of this Agreement, LLLI hereby grants TOSS LLC the right to be the exclusive commissioned sales agent (herein referred to "Exclusive Sales Agent") of the Products in the Territory. For the purpose of this agreement the Territory means the Commonwealth of Puerto Rico and the Dominican Republic.

C. Market . Subject to the terms and conditions of this Agreement, LLLI hereby grants TOSS LLC the right to be the Exclusive Sales Agent in the Territory for the Products for the market represented by end user sales consisting of members of the Police and Military.

D. Term . Unless earlier terminated pursuant to any other provision hereof, the initial term of this Agreement shall be for a period of time commencing on the Effective Date and

terminating on a date that is 90 days following the Effective Date (the Initial Term ). At the sole discretion of Lamperd the contract can be extended after each 30-day period for an additional 30-day period, by submitting a faxed extension to TOSS LLC stating the granting of such extension.

SECTION II
OBLIGATIONS OF TOSS LLC

A. Sales Opportunities. TOSS LLC shall use its best efforts to solicit sales opportunities for the Products in the Territory.

B. Request for Quotation. TOSS LLC shall document Sales Opportunities by submitting to LLLI a Request for Quotation (RFQ).

C. Purchase Order. TOSS LLC shall use its best efforts to obtain from customers in the Market, Purchase Orders issued directly to LLLI, with unit pricing that meets or exceeds unit prices supplied to TOSS LLC in LLLI Quotations.

D. Sales Support. TOSS LLC shall use commercial best efforts to support LLLI products and services customers throughout the sales process.

E. Collections. TOSS LLC shall use commercial best efforts to support LLLI in collecting all payments due LLLI for the Territory.

SECTION III
OBLIGATIONS OF LLLI

A. Sales Opportunities. LLLI shall use its best efforts to provide sales opportunity analysis and recommendations to TOSS LLC to aid in the issuance of RFQs.

B. Quotation. LLLI within 10 business days will respond to TOSS LLC submitted RFQs with a detailed quotation outlining end user baseline prices, terms and conditions.

C. Order Fulfillment. LLLI will use commercial best efforts to fulfill all accepted Purchase Orders, and ship or supply direct to the end customer as outlined in the Quotation Terms and Conditions.

D. Payment. LLLI will pay TOSS LLC 20% commission on baseline prices indicated in Quotations. LLLI will pay TOSS LCC 90% on all residual unit sales amounts above LLLI baseline prices.

E. Payment Terms. LLLI will pay TOSS LLC commissions Payment 15 days after all Purchase Order amounts due LLLI are received from the customer. LLLI at its sole discretion is able to make partial advances or payments on line items, as it deems necessary to TOSS LLC.

SECTION IV
ORDER FLOW AND PAYMENT

A. As outlined in Section III.C - III.E above.

SECTION V
TERM AND TERMINATION

A. Term . Term as outlined in Sec. I.D above.

B. Termination for Breach . Either party may cancel this Agreement at any time, without liability and without prejudice to any other right or claim arising under this Agreement, if the other party materially breaches this Agreement or fails to perform any of its material obligations under this Agreement. The party seeking to terminate shall give the other party written notice of that party's breach and/or non-performance, the party receiving the notice shall have 45 days to correct the breach. If the breaching party fails to correct the breach within 45 days, the non-breaching party may deliver a written termination notice (a Termination Notice ) to the breaching party, indicating a date certain that is no fewer than three business days from the date that the Termination Notice is delivered to the breaching party. The Agreement shall be deemed to have been terminated as of the date specified by the non-breaching party in the Termination Notice, unless the parties hereto execute a written waiver of the breach or breaches of this Agreement.

SECTION VI
INTELLECTUAL PROPERTY

A. Lamperd Less Lethal Intellectual Property . During the Term of this Agreement, subject to the terms and conditions hereof, Lamperd hereby grants to T.O.S.S. LLC, a non-exclusive, non-transferable right to use the Intellectual Property of Lamperd solely for marketing and sales of the Products in the Territory, it being understood that this right shall automatically be revoked in the event of (1) any non-permitted use or (2) any use that, in Lamperd's sole judgment, is detrimental to the Products, the Intellectual Property or Lamperd's right, title and interest in and to the Products or the Intellectual Property, that continues for a period of three business days after Lamperd gives written notice of such non-permitted or detrimental use to the offending party. For purposes of this Agreement, Intellectual Property shall mean, wherever registered or perfected, any and all (i) trademarks, service marks, trade names, logos, business and product names, slogans, and registrations and applications for registration thereof; and (ii) works in which copyright may be claimed, and registrations and applications for registration thereof.

B. Limitation of Rights . T.O.S.S. LLC shall not assign, transfer or otherwise permit any person to use the rights granted herein to the Intellectual Property of Lamperd without the prior written consent of Lamperd. The parties agree that all goods or services promoted and/or rendered under the Intellectual Property will be of a nature and quality conforming to standards approved by Lamperd, and that Lamperd shall have the right to do all things reasonably necessary to verify the adequacy of the nature and quality of such goods and services. Failure to maintain such standards shall constitute a material breach of this Agreement. T.O.S.S. LLC shall use the registered marks of Lamperd only for the goods and services for which they have been registered and the unregistered marks and other Intellectual Property of Lamperd only for the goods and services for which they have been used in accordance with agreement.

C. Trademark Benefit . The parties agree that all use of Lamperd marks and other Intellectual Property, and all goodwill arising from such use, will inure to the benefit of Lamperd; provided, however, that nothing set forth herein shall diminish the rights of Lamperd, and all goodwill arising from such use, in and to such Intellectual Property.

D. Ownership of Intellectual Property . None of T.O.S.S. LLC, his affiliates or any other party by virtue of this Agreement or any of his activities hereunder, shall obtain any

ownership interest in or title to the Intellectual Property (including any and all improvements thereto).

E. Inventions, Discoveries, etc. Any and all inventions, discoveries, improvements, processes, methods, formulae and modifications made or conceived by T.O.S.S. LLC regarding the Products listed herein during the term of this Agreeme