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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN
REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
EXCLUSIVE MARKETING AND DISTRIBUTION AGREEMENT
This EXCLUSIVE MARKETING AND DISTRIBUTION AGREEMENT (the "Agreement") is made by and between
Fiberstars, Inc., a California corporation with its principal place of business at 44259 Nobel Drive, Fremont, California 94538
("Fiberstars"), and Laars, Inc., a Delaware corporation with its principal place of business at 6000 Condor Drive, Moorpark,
California 93021-2601("Distributor"), and is effective as of the 31st of July, 2000 (the "Effective Date").
A. Fiberstars is engaged in the manufacture and sale of certain pool products including fiber-optic lighting systems.
B. Distributor is engaged in the marketing, sale and distribution of pool products.
C. Distributor desires to obtain from Fiberstars, and Fiberstars desires to grant to Distributor, exclusive rights to market, sell
and distribute pool products manufactured by Fiberstars upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, promises and covenants set forth herein, the parties
agree as follows:
1.1. "Affiliate" of any specified person means any other person, directly or indirectly, controlling or controlled by or under
direct or indirect common control with such specified person.
1.2. "Change in Control" with respect to any entity shall mean the occurrence of any of the following: (i) any acquisition of
fifty percent (50%) or more of the outstanding shares of the voting stock of such entity by any person or group (as defined in
Section 13d of the Securities Exchange Act of 1934, as amended); (ii) the dissolution, liquidation, sale, lease or other disposition
of all or substantiall