MASTER DISTRIBUTION AGREEMENT

Exhibit 10.1

MASTER DISTRIBUTION AGREEMENT

THIS MASTER DISTRIBUTION AGREEMENT (“Agreement”) made this 16^th day of May, 2014, by and between UV Flu Technologies, Inc., a Nevada corporation, having its principal office at 411 Main Street, Bldg. 5, Yarmouthport, MA 02675, hereinafter referred to as "Company" and Universal Consumer Electronics Systems LLC, a Massachusetts limited liability company, having its principal office at 29 Armory Road, Milford, NH 03055, hereinafter referred to as "Distributor", as follows:

As used in this Agreement, the following terms have the following meanings:

Any notice required or permitted by this Agreement shall be sufficient if delivered personally, by facsimile or if sent by either party to the other by overnight delivery, post prepaid, addressed to the other party at the address set forth below:

If to the Company:

UV Flu Technologies, Inc.

411 Main Street, Bldg. 5

Yarmouthport, MA 02675

If to the Distributor:

Universal Consumer Electronics Systems LLC,

at 29 Armory Road, Milford, NH 03055

This Agreement shall be construed and the legal relations between the parties hereto determined in accordance with the laws of the Commonwealth of Massachusetts, USA, as a contract to be performed in the Commonwealth of Massachusetts. The terms and conditions set forth herein, together with any amendments, modifications and any different terms or conditions expressly accepted by an officer of the Company and the Distributor in writing, shall constitute the entire Agreement concerning the items sold, and there are no oral or other representations or agreements which pertain thereto.

Each of the parties acknowledges that it has entered into this Agreement in the Commonwealth of Massachusetts, and agrees that all actions or proceedings arising directly, indirectly or otherwise in connection with, out of, related to or from this Agreement shall, be litigated only in federal and state courts located in the Commonwealth of Massachusetts and the Company: (a) consents and submits to the in personam jurisdiction of any state or federal court located within the Commonwealth of Massachusetts; (b) waives any right to transfer or change the venue of litigation brought against the Company; and (c) acknowledges that it has appointed a registered agent, of which it will notify the Distributor, to receive service of process in the Commonwealth of Massachusetts and that the Distributor may serve the Company by written notice to the extent permitted by law and that service of process upon the registered agent, or by mail if allowed by law, shall be binding upon the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as an instrument under seal under the laws of the Commonwealth of Massachusetts as of the day and year first above written.

Distributor:

UNIVERSAL CONSUMER ELECTRONICS SYSTEMS LLC

Company:

UV FLU TECHNOLOGIES, INC.

Exhibit A

Products/Pricing

UV Flu Products: UV400 plus all new units

Direct to Consumer:

UV Flu: Pricing to be agreed upon with respect to U.S. retail sales, provided that pricing shall be $50 per unit for WorldWide retail sales (including internet sales direct to customer) of UV 400 units

Includes all Company products, now for sale or for sale in the future

Wholesale:

Distributor Fee: For placement of products at wholesale

A. If Distributor primarily sourced the vendor, Distributor earns 80% of profits

B. If the Company primarily sourced the vendor, Distributor earns 20% of profits

C. Profits is defined as gross revenue less actual cost of goods sold.

In Asia only, any vendor sourced by the Company must be pre-approved by Distributor.

For Existing Inventory of UV Flu Products as of the date of this Agreement

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$50 per Unit

RX Air Products: RX 3000, RX 4500, RX300 plus all new RX Air Units

Direct to Consumer:

All RX products, including RX 3000, RX 4500, RX300, are considered wholesale and not direct to consumer.

Wholesale:

For wholesale distribution and for all RX Air Products, the

Distributor Fee: For placement of products at wholesale

A. If Distributor primarily sourced the vendor, Distributor earns 80% of profits

B. If the Company primarily sourced the vendor Distributor earns 20% of profits

C. Profits is defined as gross revenue less actual cost of goods sold.

In Asia only, any vendor sourced by the Company must be pre-approved by Distributor.

For Existing Inventory of RX Air Products as of the date of this Agreement

UV gets a 20% mark up over cost and Distributor retains the balance.

EXHIBIT B

NON-EXCLUSIVE CUSTOMERS IN TERITORY

UV Flu Products Only*

I           Medical:

·       Hospitals and Clinics.

·       Doctors Offices.

·       Nursing Homes/Assisted Living.

·       Sleep Centers.

·       Laboratories.

II         Commercial:

·       Furniture and Bedding Departments (Sleep)

·       Pet Supply and Kennels.

·       Athletic Facilities, Health Clubs and Locker Rooms.

·       Correctional Facilities.

·       Salons and Spas.

·       Hotels, Casinos and Bingo Halls

·       Restaurants.

·       Day Care Centers.

·       Schools.

·       Government and Military facilities.

·       Offices and Copy Centers

*not applicable to RX Air products

EXHIBIT C

SALES QUOTA

36,000 Units per year from October 1, 2014 through September 30, 2015 (4 month ramp up)

50,000 Units annually (October 1 through September 30) thereafter