0001127855-12-000354 Sample Contracts

FEE AGREEMENT BETWEEN INSURFINANCIAL HOLDINGS, PLC and ECO BUILDING
Fee Agreement • July 11th, 2012 • ECO Building Products, Inc. • Retail-nonstore retailers

InsurFinancial Holdings, Plc Agency Agreement ("Agreement") sets forth the binding terms and conditions, between InsurFinancial Holdings, PLC, a United Kingdom company ("Company") and ECO Building Products, Inc. a Colorado Corporation (ECO). ECO has appointed Steve Conboy as attorney­in-fact for ECO to sign all related documents for this Proposed Transaction and The Company has appointed James E. Patterson as attorney-in-fact for the Company to sign all related documents for this Proposed Transaction. Company and ECO may be referred to herein, individually, as a "Party" and, collectively, as the "Parties" with respect to this Agreement.

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AMENDMENT
ECO Building Products, Inc. • July 11th, 2012 • Retail-nonstore retailers

Reference is made to the certain Assignment of Beneficiary of standby letter of credit instrument to Eco Building Products, Inc. ("Assignee" or "Eco") dated effective on or about the Effective Date of this document defined below, from InsurFinancial Holdings, PLC acting as the "Assignor" (the "Assignment"). This document amends the Assignment and controls the extent of any conflict. The Assignment and this Amendment should be taken and interpreted together. The parties, for good and valuable considerations received, agree to this Amendment as follows:

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