Distribution Agreement
Exhibit
10.5
Xxxxxxx
Enterprises Intl, Inc — DBA Marani Spirits 00000 Xxxxxx Xxxxxx, Xxxxx
XX,
Xxxxx
Xxxxxxxxx, XX 00000
Phone:
(000) 000-0000 — Fax: (000) 000-0000 E-mail xxxxxxxx@xxxxxxxxxxxx.xxx
Novemberl3, 1007
Eraskh
Winery Ltd.
Xxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxx, Xxxxxxx
Re:
Exclusive Distribution Agreement
Gentlemen:
Reference
is made to that certain Exclusive Distribution Agreement made and effective on
November 27, 2002 ( the "Agreement"), by and between Xxxxxxx Enterprises
International, Inc. ( the " Distributor"), and Eraskh Winery Ltd. ( the
"Manufacturer")..
The
Distributor and the Manufacturer desire to amend the Agreement as provided for
in this letter amendment ( this "Amendment"). Capitalized terms used herein
which are not defined in this Amendment shall have the same meanings as are
ascribed to such terms in the Agreement.
For good
and valuable consideration, the receipt and legal adequacy of which is hereby
acknowledged, the Distributor and the Manufacturer agree as
follows:
| 1. |
The
term of the Agreement is extended for an additional five (5) years,
commencing on November 27,1007 and terminating on November 26,
2012.
|
|
2.
|
The
term "Territory" shall be deemed to include, as of the date hereof, all of
the countries in North America and South America, China, Japan and all of
the countries in the Caribbean. The right of first refusal granted to the
Distributor to expand the rights granted to distribute the Manufacturer's
products to additional countries, and thus expand the countries that are
included within the Territory, shall continue during the term of the
Agreement as extended hereby.
|
|
3.
|
Except
as expressly amended hereby, the Agreement shall remain in full force and
effect in accordance with its terms. All references in the Agreement to
the terms "this Agreement", "hereby", "hereof' and words of a similar
nature shall be deemed to be references to the Agreement as amended by
this Amendment.
|
|
4.
|
It
is the intention of the Distributor and the Manufacturer to enter into a
more comprehensive amendment and restatement of the Agreement, to enhance
and improve the terms and provisions thereof, during the term of the
Agreement as extended hereby. It is the intention of the Distributor and
Manufacturer to negotiate the terms and provisions of such comprehensive
amendment and restatement of the Agreement over the 90 days following the
date of the commencement of the extended term of the Agreement. If the
parties do not enter into such comprehensive amendment and restatement of
the Agreement, the Agreement as amended by the Amendment shall be
conclusive and binding on the Distributor and the
Manufacturer.
|
Xxxxxxx
Enterprises Inn, Inc —
DBA Moroni Spirits 00000 Xxxxxx Xxxxxx, Xxxxx 0X,
Xxxxx
Xxxxxxxxx, XX 00000
Phone:
(000) 000-0000 — Fax: (000) 000-0000 E-mail xxxxxxxx@xxxxxxxxxxxx.xxx
Please
confirm the Manufacturer's agreement to the terms and provisions of this
Amendment, by having one of the Manufacturer's duly authorized officers execute
and return to the undersigned the enclosed copy of this Amendment. We look
forward to continuing our mutually successful relationship with
you.
Very
truly yours,
Xxxxxx
Enterprises International, Inc.
By:
Name:
Title:
Agreed
and Accepted this day
of
November 2007
Eraskh
Winery, ty
By:
Name:
Title:
