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BRO CONTRACT

Dear Valued Athlete/Team:

Congratulations!!! We are pleased to notify you that you have been approved for a BRO level sponsorship forthree (3) years (2009, 2010, and 2011) that entitles you to receive between 40-60% discount for eyewear,helmets, goggles and accessories. Welcome to the Rudy Project Team!

Please read over the enclosed Letter of Agreement. If you agree to the terms, please fill out and sign two (2)copies and mail, with a self-addressed, stamped envelope to the address listed at the end of the contract. If youhave any questions please don’t hesitate to email or call Rob (rob@rudyprojectusa.com / 949-272-2460).

Once you have completely read and filled out your Agreement, signed the contract in Section 12 and mailed it

 back to us, you will receive an email on how to order your glasses and helmets. Please complete the Agreementneatly and include all of your Agreement information, including your email address. Any omissions may delaythe processing of your sponsorship. Please note all Agreements must be returned within 30 days or this offerwill be considered null and void.

As an athlete ambassador, we ask that you send periodic updates as to how your season is progressing and anyresults to rob@rudyprojectusa.com. We want to know how you are doing as well as any comments orsuggestions on your Rudy Project sunglass(es) and helmet(s).

Again, I personally welcome you to the Rudy Project Team. We know you will truly enjoy the qualitydifference of Rudy Project sunglasses. With our free hard and soft case, Lifetime Replacement Lens Guarantee,technical features, adjustability and fresh unique styling, we are sure to grow by leaps and bounds, with your

help, of course.

Work Hard, but Play Harder!

Rob RichardsonSports Marketing CoordinatorRudy Project North AmericaPhone: 949-272-2460rob@rudyprojectusa.com www.rudyprojectusa.com 

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BRO Sponsorship Agreement: 2009-2011

THIS SPONSORSHIP AGREEMENT between Rudy Project North America L.P., (“Sponsor”), and theTeam/Athlete named below.

Team / Athlete Name: _______________________________________________________

Key Liaison Name (for Teams only): ___________________________________________Address 1: ________________________________________________________________Address 2:_________________________________________________________________City: ___________________ State: _____________ Zip: ___________ Country: _______Work Phone: _________________________ Cell Phone: ___________________________Email: ____________________________________________________________________

Team / Athlete Website: www.________________________________________________  

Affiliated Local Dealer: _________________________________________ (see section 7)

RECITALS

A. The Sponsor is the exclusive North American distributor and marketer of Rudy Project protective

eyewear, helmets, goggles, accessories and products and wishes to sponsor the above Team/Athlete for 2009,2010, and 2011 for: EYEWEAR and HELMETS.

B. Above Team/Athlete competes in the sport of: (enter type of Sport)  ______________________________________ in events in the United States and abroad.

 Now, therefore, the parties agree as follows:

AGREEMENT

Section 1a.  Team/Athlete consists of a total of ______  (indicate approximate # of) Athlete(s)

During the terms of this Agreement Sponsor agrees to the following:

For every $1,000 in orders placed (roughly 10 orders) with your BRO code, Rudy Project will send you a pair ofRudy Project glasses of your choice at no charge. This can be for personal use, raffles, performance incentives,gifts, etc.

BRO pricing is subject to change without notice from our factories in Italy.

Athlete/Team will have 30 days from the date of this Agreement to return a signed copy to Sponsor. If notcompleted and executed within that time frame, this Agreement will be considered null and void.

Athlete/Team product purchased under this Agreement is for personal use and is NOT to be resold, exchanged

or bartered. Any Athlete attempting to resell product through eBay, or other reseller, will be prosecuted to thefullest extent of the law. Agreement may be terminated at Sponsor’s discretion, if this clause is breached.

Should the name, management or ownership of the Team change, this Agreement will be binding on thesuccessors or assigns of the Team.

Section 1b. Rudy Project Logos will not be covered, hidden or blocked on Sunglasses, Goggles, Helmetsand/or other Rudy Project Items. Team / Athlete will link its website to Sponsor’s at www.e-rudy.com.Team/Athlete will acknowledge Rudy Project as a Sponsor on their website. We also strongly encourage Team

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/ Athlete to put the Rudy Project logo on your kit/jersey. Logos can be downloaded fromhttp://www.rudyprojectusa.com/press/downloads/rudyproject_logos.htm 

Section 2.  This Agreement will cover the United States and the rest of the world.

Section 2a.  The Team / Athlete agrees that all the terms of this Agreement are confidential, and agrees not

to disclose any of the terms contained in this Agreement. This Agreement may be terminated at Sponsor’sdiscretion, if this clause is breached.

Section 2b.  Sponsor strongly encourages all Team Members/Athletes to wear Rudy Project helmets andeyewear.

Section 2c.  The Team / Athlete agree(s) to remain as visible as possible in their respective sport.

Section 3.  The Team / Athlete agrees that Sponsor shall have the right during the term of this Agreementto publicize its sponsorship of the Team/Athlete including the right to use the Team (and Team Members) /Athlete and his/her/their name, likeness, drawings, photographs and any other likeness, quotations, remarks,signature, and other intangibles associated with the Team and its members / Athlete in connection with the

endorsement, promotion, marketing, advertising, and/or sale of Rudy Project products in the United States andthroughout the world as deemed appropriate by the Sponsor. The Team / Athlete acknowledge that he/she/theyendorse Rudy Project sunglasses and helmets. 

Section 3a.  The Team / Athlete warrants to the Sponsor that the execution and delivery of this Agreement isnot in conflict with any existing contract(s) between the Team/Athlete and any other party.

Section 4.  The term of this Agreement shall commence on the date hereof, and continue, subject to Section5 hereof, until December 31, 2011. Notwithstanding the foregoing, Sponsor may at is discretion terminate thisAgreement prior to the start of the 2009, 2010, or 2011 year but must inform the Team / Athlete of its choice todo so in writing or email by October 15, 2009, 2010, and 2011, respectively.

Section 4a.  Sponsor shall have the first right of negotiation in connection with the renewal or extension ofits Agreement with the Athlete during the last ninety (90) days of the term of this Agreement. Sponsor will havethe right to match any competing offers submitted to Team and any of its Athletes / Athlete for up to 1 year afterthis Agreement terminates, and Team / Athlete must provide Sponsor any original competing offers in writingwithin 15 days of receipt by Team and its Athletes / Athlete. Team / Athlete will allow Sponsor to match offerwithin 14 days of receiving any such written offer with the purpose of maintaining Team or any of its Athletes /Athlete in Sponsor’s products.

Section 4b.  If the Team ceases to exist or no longer actively competes as a Team or Athlete no longercompetes actively in the Sport in which this Agreement was executed, Team / Athlete needs to notify Sponsorimmediately in writing. Failure to do so will be construed as an attempt to defraud Sponsor.

Section 5.  Grounds for Termination - Sponsor reserves the right to terminate this Agreement if Athlete orTeam member is convicted of a crime or is caught abusing any illegal substance. Athlete / Team member maynot in any circumstances divulge details of sponsorship to other teams or Rudy Project dealers. If Sponsorreceives two or more complaints from a dealer that Athlete / Team member has tried on product andcommunicated the terms of their sponsorship, Sponsor may terminate Agreement at its discretion.

Section 6.  Warranties and Lost Product - All Sponsor’s warranties and Replacement Lens Guarantee(RLG) apply to the Team / Athlete products received. If frames or lenses are damaged, please visit Sponsorwebsite under “Warranty” or click on http://www.rudyprojectusa.com/products/warranty/index.htm for

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information on returning damaged products. Sponsor is not responsible for lost, misplaced and/or stolen products. Sponsor is not responsible for products that have been damaged, as the result of a crash.

Section 7. Support Local Dealers – Please refer all interested parties to your local Rudy Project dealer. Tofind a local dealer near you please go to www.e-rudy.com and click on “Dealer Locator.My local Rudy project dealer is: _____________________________________.

Team / Athlete will receive a $100 cash bonus if they refer a NEW dealer that opens an account with Sponsor  and remains open for at least 6 (Six) months and is current on payments owed to Sponsor.  Team/Athlete mustsubmit information with the contact information of the dealer that is referred prior to opening to Director ofSports Marketing at sponsorship@rudyprojectusa.com. If the dealer remains open and paid in full for 6 months,Sponsor will send bonus payment to Team / Athlete. 

Section 8.  If either party commits a material breach of any provision of this Agreement or at any time failsor refuses to fulfill material obligations hereunder, then this Agreement may be terminated by the other partyupon 30 days prior written notice.

Section 9.  No waiver of any breach of this Agreement shall be a waiver of any other or subsequent breach.

The laws of the State of California shall govern this Agreement. 

Section 10.  It is the Team’s/Athlete’s responsibility to notify Sponsor of any changes in: Team ownership,Team management, Team name, key liaison contact name, mailing address, email address, affiliated dealer,

and/or website address by mail or e-mail to Sponsor at sponsorship@rudyprojectusa.com  or Rudy Project /3300 E 17th Ave / Denver, CO 80206. Failure to keep all above information current and accurate may begrounds for termination at Sponsor’s discretion. All notices shall be sent or delivered in writing to the parties atthe following addresses or at such other addresses as may have been furnished by such party in writing to theother party:

Section 11.  Any controversy, claim or dispute between the parties, directly or indirectly, concerning thisAgreement or the breach hereof, or the subject matter hereof, shall be finally settled by arbitration in Orange

County, California in accordance with the rules for resolution of employment disputes of the AmericanArbitration Association. The prevailing party in said arbitration shall be entitled to an award of his, her, or itsreasonable attorneys’ fees, costs and other arbitration expenses relating to that dispute.

Section 12.  Neither party may assign its rights, duties or powers hereunder without the express writtenconsent of the other.

IN WITNESS WHEROF, the parties hereof have executed this Agreement as of the date first above written.

Team/Athlete Name: ____________________ Rudy Project North America, L.P.

 __________________________ ________ __________________________ ________

Signature Date Paul Craig - President Date

NOTE: Please sign TWO (2) original copies and return them with a self-addressed, stamped envelope for

counter-signing to:

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Rob Richardson

Rudy Project North America

3300 E. 17th

 Ave.

Denver, CO 80206

Sending only one copy will delay processing your sponsorship!!!!