SUPPLY AGREEMENT
This Supply Agreement ("Agreement") is being entered into as of this 24th
day of November 2003, by and between Xxxxx Xxxxxx International, Inc., a Florida
corporation, with its principal offices located at 0000 X. Xxxxxxx Xxxxxx,
Xxxxxxx Xxxxx, XX 00000 ("BJI"), and Zhejiang Huayue Furniture Industries, Co.,
Ltd., doing business as Leisure Garden, a Zhejiang Province, Peoples Republic of
China company ("LG")
RECITALS
WHEREAS, BJI is in the business of, among other things, manufacturing,
merchandising and selling outdoor furniture (the "BJI Furniture Line") to its
accounts;
WHEREAS, LG is in the business of, among other things, producing outdoor
furniture and/or furniture components;
WHEREAS, BJI desires to secure a dedicated supplier of the Products (as
defined below) for the United States of America, (collectively the "Territory")
for National Accounts. "National Accounts" is defined as mass merchants such as
Wal-Mart, K-Mart, Target, Sears, etc; price clubs such as Sam's Club, Costco,
BJs, etc; home building product outlets such as Home Depot and Lowe's; catalog
outlets such as Frontgate, Plow & Hearth and Pottery Barn, regional mass
merchants which supply a wide product variety such as Shopco, Pamida, etc;
grocery chains such as Stop n' Shop, Kroger, Albertsons, Food Lion, etc; drug
stores such as Walgreens, Eckerds, etc. For the purposes of this Agreement,
included within the Territory are Wal-Mart Mexico, Sam's Mexico, Costco Mexico,
Sears Mexico, Home Depot Mexico, Target Mexico and K-Mart Mexico.
WHEREAS, LG desires to supply the Products, as requested by BJI to be sold
by BJI in the Territory, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
the parties hereby agree as follows:
1. Scope. LG will assist BJI in developing the "Products", defined as:
outdoor furniture and/or furniture components made in part or in whole of steel
or aluminum, including woven products (but excluding any such items made in part
or whole of wrought iron and excluding items where the cast aluminum content
exceeds 65% by weight) whose design, construction, and pricing are appropriate
for sale through BJI's National Accounts, which Products were developed by
pursuant to this Agreement. Each party will be responsible for its own costs and
expenses relating to initial product development. Subject to the terms and
conditions of this Agreement, as each new Product is developed, the parties will
agree on the pricing and delivery, which terms will be set forth in a BJI
purchase order. If the parties fail to reach an agreement on all material terms
regarding a new Product, LG will not make that Product or distribute that
Product to any other person without advance written consent from BJI.
2. Supply and Marketing
(a) Supply of Products. Subject to the terms and conditions contained
herein, LG hereby agrees to produce and supply Products exclusively for BJI for
sale in the Territory, as and when requested by BJI, as evidenced by a BJI
purchase order. LG agrees not to manufacture any Product that will be sold,
directly or indirectly, for any customer other than BJI within the Territory in
the buildings currently designated Building #1 or Building #2. BJI recognizes
that LG is shipping existing designs to existing Specialty customers in the 2004
season; carryover of these designs for these customers into the 2005 season are
excluded from this agreement. LG will be a major source of BJI's supply for the
Products. LG shall provide Products to BJI at costs which are competitive for
the market. BJI will take delivery from LG a minimum value of Product per
paragraph 2(b) from Aug. 1, 2004 to July 31, 2005. LG may not assign any such
rights to any other party for supply of the Products in the Territory during the
term of this Agreement.
(b) Minimum Purchase of the Products. BJI will Purchase from LG a minimum
of $70 million in Products at net LG's FOB Ningbo (exclusive of taxes, freight
and other costs) for 2005 Season provided that BJI receives sufficient orders
for the Products from the BJI National Account customers. Purchase shall be
defined as BJI accepting delivery of the Product. The 2005 Season is defined the
period from Aug. 1, 2004 through July 31, 2005 for delivery of the Products. LG
understands and acknowledges BJI will only Purchase Product from LG where BJI
has an order for the Product from a National Account customer. Should for any
reason the amount of Product Purchased by BJI from LG be less than $70 million,
BJI shall be considered in default of this Agreement and LG may terminate this
Agreement under the termination provisions as defined in Paragraph 8. However,
BJI may, at its sole option, provide orders to LG from customers other than
National Account customers or to customers outside the Territory and such orders
shall be included in the calculation of the total minimum Purchase commitment if
such orders are accepted by LG. In return for this minimum Purchase commitment,
LG agrees not to sell directly or through third parties any Product in the
Territory without the advance written consent of BJI.
(c) Marketing and Distribution of the Products. BJI will market the
Products in the Territory in accordance with its customary marketing of the BJI
Furniture Line. BJI and LG shall work together to maximize the Products sales
volumes. Except as otherwise agreed to in writing by the parties from time to
time, the Products will be marketed in the Territory only under trademarks,
trade names and servicemarks presently owned or hereafter acquired by BJI and
will not be identified as LG products.
(d) Samples. LG shall provide to BJI, at no cost to BJI, a reasonable
quantity of Product samples, required by BJI for development of any of the
Products, for presentation to BJI's customers and/or for testing by BJI. LG
agrees that samples of the Products are the property of BJI. LG shall keep any
samples made for BJI in good condition and not destroy such samples without the
prior written consent of BJI. LG agrees that BJI may ship any samples made by LG
to any location that BJI deems necessary including the BJI Center of Excellence
in Shanghai, China. BJI agrees not to deliver samples manufactured by LG to any
other competitive supplier without LG's advance written consent. Further LG
agrees that samples, including, without limitation, images, sketches, drawings,
photographs, CAD files or any other representation of such samples, shall be
considered the Proprietary Information of BJI and can not be shown or given to a
third party by LG without the prior written consent of BJI.
(e) Ownership of Intellectual Property Rights. LG hereby assigns and agrees
and acknowledges that BJI owns and shall retain all right, title and interest in
and to (i) any trade secrets, patents, patent applications, copyrights,
trademarks, trade dress, service marks, logos, know-how, licenses, names, domain
names, proprietary rights and other similar the intellectual property rights of
any type or nature under the laws of any governmental authorities, domestic or
foreign relating to the Products, developed and produced pursuant to this
agreement, including any components thereof, the specifications, documentation,
images, designs, sketches, drawings, photographs, CAD files, any other
representation thereof and any and all tooling and/or decorations relating to
the Products (collectively "Intellectual Property Rights"); and (ii) BJI will
own all right, title and interest in any permitted copy, translation,
modification, adaptation or derivation of the Products, including any component
thereof, and specifications, tooling, decoration, and/or documentation,
including any improvement, modification or development with respect to any of
the foregoing Intellectual Property Rights. Upon BJI's' request, LG will obtain
the execution of any instruments that may be appropriate to fully assign any
Intellectual Property Rights in the Products to perfect these rights in BJI or
designees' name. LG will own the Intellectual Property when any new products are
developed independently by LG and without the use of any of the Intellectual
Property or the Confidential Information of BJI.
3. Term. This Agreement, unless sooner terminated as provided herein, shall
be for an initial term of one year commencing as of the Effective Date August 1,
2004. Thereafter this Agreement shall automatically renew for successive one (1)
year terms unless either party provides written notice of their intent to
terminate the agreement on or before the anniversary date of the initial
signing. Termination of this Agreement will not terminate any purchase orders,
which will continue in force according to each of their terms. If this Agreement
is terminated in accordance with its provisions, the Parties agree to cooperate
until the effective termination of this Agreement by complying with the material
terms of this Agreement.
4. Product Information
(a) Product Pricing. Pricing, including minimum order sizes, leadtimes and
quantity discounts for each Product will be determined by the parties and set
forth in a BJI purchase order, and will be inclusive of any taxes required by
Chinese government authorities.
(b) Production Capacity. LG agrees during the term of this Agreement that
LG will maintain sufficient manufacturing capacity through its own facilities to
produce the Products in unit volume sufficient to satisfy the demand forecasts
for the Products provided to LG by BJI. BJI agrees to provide LG with Product
demand forecasts in order to provide LG with sufficient time to produce the
Products as specified in each purchase order.
(c) BJI's Inspection Right; Maintenance of BJI Personnel. Upon reasonable
advance written notice to LG, BJI and/or its customers shall have the right,
during LG's normal business hours, to inspect LG's manufacturing facility where
the Products which BJI has placed orders for with LG are being manufactured. In
addition, BJI shall have the right to maintain full-time quality personnel
within the LG manufacturing facility where Products are made. LG shall
immediately correct, any Products that BJI finds unsuitable or not in compliance
with specifications, in BJI's sole discretion, and at LG's sole expense unless
the correction requested by BJI is outside the scope of Product specifications
provided by BJI to LG.
(d) Freight. Unless otherwise specified in the purchase order, shipping
terms are FOB Ningbo, Peoples Republic of China.
(e) Warranties. LG warrants that all Products supplied under this agreement
will (i) for a twelve (12) month period following the sale of the product to the
consumer be free from defects in materials and workmanship and conform to the
specifications agreed to by LG and BJI, including, suitability for outdoor use
and free of UV degradation. LG agrees that BJI may pass the aforesaid warranty
to any designee or customer of the Products.
(f) Warranty Claims. BJI shall promptly notify LG in writing of any
warranty claim and/or return, identifying such Products the subject of such
claim and/or return, along with any other information available to BJI that is
relevant to verifying the defect giving rise the warranty claim and/or return.
LG agrees to reimburse the warranty claims up 2% of the BJI purchase price of
the product. However, in the event of epidemic failure of the Product which is
due to defects in materials, workmanship or manufacturing, or in the event of a
Product recall, whether initialed by BJI, BJI's customer or the Consumer Product
Safety Council which is due to defects in materials, workmanship, manufacturing
or incorrect assembly instructions if the instructions were written by LG, LG
shall reimburse BJI for all costs involved in repairing or replacing the
products. LG shall not be responsible for costs associated with the epidemic
failure of a Product or a Product recall if the problem is the result of an
error in the design provided to LG by BJI.
(g) Replacement Parts. BJI shall place orders with LG for replacement parts
at cost. BJI shall invoice back to LG those parts which are provided by BJI to
customers or consumers within the warranty period as defined in Section 4e.The
value of replacement parts will be inclusive in 2% warranty claims stated in 4f.
(h) Fabric License and Royalty. From time to time BJI may ask LG to
purchase fabrics for use on the Products which are made by companies in Asia
under license from companies in The United States of America or The European
Union. LG understands and acknowledges that any license fee and/or royalty due
the owner of the fabric license will be negotiated with the fabric license owner
by BJI directly and that payment of the royalty fee will be the obligation of
LG, and that any pricing that LG provides to BJI for Products should be
inclusive of such licensing and/or royalty fees. LG will pay the license fee
and/or royalty upon the acceptance of BJI request for payment with evidencing
documentation. BJI shall request payment on an annual basis.
5. Order Procedures, Invoicing and Payment
(a) Orders. BJI will notify LG of its orders for Products by
purchase order. LG will notify BJI of shipments and ship date. All purchase
orders beginning with the 2005 season shall be subject to and governed by the
terms of this Agreement.
(b) Payment. Payment for the Products Purchased by BJI will be via wire
transfer thirty (30) days after shipment from the designated port in the Peoples
Republic of China and receipt of the original documents for the release of the
Products to BJI or BJI's customer. BJI agrees to provide transferable letters of
credit for up to $15 million at the beginning of each season, provided that
BJI's customers agree to provide these transferable L/C.
(c) Delivery. The Parties agree that all Products Purchased and sold
hereunder shall be FOB port, Ningbo, Peoples Republic of China, or such other
port as the parties may agree from time to time. LG shall use best efforts to
deliver the designated Products by the preferred delivery date specified in the
applicable purchase order.
6. Indemnification
(a) LG's Indemnification. LG shall indemnify, defend and hold harmless BJI
and its directors, officers, employees, agents and representatives, from any and
all liabilities, claims, losses, damages, judgments or awards, costs or
expenses, including reasonable attorneys' fees, as a result of (i) any breach by
LG of the terms of this Agreement, (ii) the gross negligence or willful
misconduct of LG, its directors, officers, employees, agents and
representatives.
(b) BJI's Obligation to Indemnify. BJI shall indemnify, defend and hold
harmless LG, its directors, officers, employees, agents and representatives,
from any and all liabilities, claims, losses, damages, judgments or awards,
costs or expenses, including reasonable attorneys' fees, of whatsoever nature
and by whomsoever asserted, directly or indirectly, arising out of, resulting
from or in any way connected with (i) any breach by BJI of the terms of this
Agreement, the warranties set forth herein; (ii) and/or the gross negligence or
willful misconduct of BJI and its directors, officers, employees, agents and
representatives;
(c) Indemnification Procedures. The indemnitor shall promptly assume full
and complete responsibility for the investigation, defense, compromise and
settlement of any claim, suit or action arising out of or relating to the
indemnified matters following written notice thereof from the indemnitee, which
notice shall be given by the indemnitee within ten (10) days of the indemnitee's
knowledge of such claim, suit or action. Failure to provide such timely notice
shall not eliminate the indemnitor's indemnification obligations to the
indemnitee unless, and only to the extent to which, such failure has
substantially prejudiced the indemnitor. Notwithstanding the foregoing, the
indemnitee shall have the right, in its sole discretion and at indemnitor's
expense, to participate in or to defend or prosecute, through its own counsel,
any claim suit or action for which it is entitled to indemnification by
indemnitor. The indemnitor shall not enter into any compromise or settlement
without the indemnitee's prior written consent, which consent shall not be
unreasonably withheld. The absence of a complete and general release of all
claims against indemnitee shall be reasonable grounds for indemnitee to refuse
to provide written consent to a compromise or settlement.
7. Confidentiality
Proprietary Information; Exceptions. Each party will maintain all
Proprietary Information received by it under this Agreement in trust and
confidence and will not disclose any such Proprietary Information to any third
party or use any such Proprietary Information for any purposes other than those
necessary or permitted for performance under this Agreement. In particular,
neither party shall use any know-how of the other party for the manufacture or
sale of any products other than the Products, except as expressly authorized by
this Agreement. Each party may use such Proprietary Information only to the
extent required to accomplish the purposes of this Agreement. Proprietary
Information shall not be used for any purpose or in any manner that would
constitute a violation of any laws or regulations, including without limitation
the export control laws of the United States. Proprietary Information shall not
be reproduced in any form except as required to accomplish the intent of this
Agreement. No Proprietary Information shall be disclosed to any employee, agent,
consultant or affiliate who does not have a need to know such information for
purposes of this Agreement. To the extent that disclosure is authorized by this
Agreement, the disclosing party will obtain prior agreement from its employees,
agents, consultants or affiliates to whom disclosure is to be made to hold in
confidence and not make use of such information for any purpose other than those
permitted by this Agreement. Each party will use at least the same standard of
care as it uses to protect its own Proprietary Information of a similar nature
to ensure that such employees, agents, consultants and affiliates do not
disclose or make any unauthorized use of such Proprietary Information, but no
less than reasonable care. Each party will promptly notify the other upon
discovery of any unauthorized use or disclosure of the Proprietary Information.
As used herein, "Proprietary Information" means all information received by
a party from the other party hereto pursuant to this Agreement. In particular,
Proprietary Information shall be deemed to include, but is not limited to:
o Any copyright or patent application
o Any drawing, sketch, CAD file or other representation of Products
submitted for sample build
o Product samples, whether complete or in process
o Photographs of Products whether they be in digital, printed or chemical
form, including negatives
o Financial information related to the products including transfer pricing,
pricing to BJI customers, margins and quantities
"Proprietary Information" of BJI shall include any and all information
concerning the sales under this Agreement and any and all information relating
to its customer accounts and their purchases of the Products.
8. Termination
(a) Termination by BJI. BJI shall have the right to terminate this
Agreement by giving notice in writing to LG on or before the anniversary date of
the initial signing. BJI may terminate this Agreement immediately upon notice if
LG: (i) becomes insolvent, (ii) makes an assignment for the benefit of
creditors, or a receiver is appointed to take charge of all or any part of its
assets or business; (iii) is the subject of a bankruptcy or reorganization
proceeding, whether voluntary or involuntary, provided, that any such
involuntary proceeding is not dismissed within one hundred and twenty days (120)
days after the commencement thereof; or (iv) is in material breach of any of its
obligations under this Agreement has failed to remedy such breach within one
hundred and twenty days (120) after receipt of written notice from BJI, which
written notice shall specify the nature of such breach.
(b) Termination by LG. LG shall have the right to terminate this Agreement
by giving notice in writing to BJI on or before the anniversary date of the
initial signing. LG may terminate this Agreement immediately upon notice if BJI:
(i) becomes insolvent; (ii) makes an assignment for the benefit of creditors, or
a receiver is appointed to take charge of all or any part of its assets or
business; (iii) is the subject of a bankruptcy or reorganization proceeding,
whether voluntary or involuntary, provided, that any such involuntary proceeding
is not dismissed within one hundred and twenty days (120) days after the
commencement thereof; or (iv) is in material breach of its obligations under
this Agreement and has failed to remedy such breach within one hundred and
twenty days (120) days after receipt of written notice from LG, which written
notice shall specify the nature of such breach. LG may also terminate this
agreement at the end of the initial term if BJI fails meets its required minimum
Purchase commitment for the Product. However, if BJI fails to meet the minimum
Purchase requirement because of the failure of LG to have sufficient production
capacity to produce the Product, or because the product manufactured by LG does
not meet BJI quality standards and BJI refuses to take delivery of the Product,
LG shall not have recourse under Section 8.
(c) Effects of Termination of this Agreement. Upon expiration or
termination of this Agreement with respect to Products under development, LG
shall promptly return all designs and other product development materials
provided by BJI. If, under subparagraph 8(a), the termination is pursuant to
subpart (i), (ii), (iii) or (iv) or under subparagraph 8(b), the termination is
pursuant to subpart (i), (ii), (iii) or (iv) and is based on a breach of
paragraph 1, 2, 4, 6, 8, 9 or 10 of this Agreement, then the terminating party
shall have the right to simultaneously terminate all or any part of the purchase
orders. Otherwise, termination of this Agreement shall have no effect on the
purchase orders, which will continue according to their terms, as supplemented
by this Agreement.
(d) Effects of Termination of any Purchase Order. Termination of any
purchase order shall not affect the parties' rights and obligations under and
shall not be grounds for termination of any other purchase order or this
Agreement. BJI agrees to compensate to LG for losses that arise from the
termination of any purchase order unless that cancellation was due to LG
breaching the terms of the purchase order including the transfer prices of the
Product and delivery terms, or if the Product does not meet the quality
requirements of BJI unless the purchase order as accepted buy LG contained
provisions which limits BJI's liability upon termination of that purchase order.
9. Representations and Warranties
(a) Mutual Representations and Warranties. Each party hereby represents and
warrants: (i) such party is duly organized and validly existing under the laws
of the jurisdiction of its incorporation and has full corporate power and
authority to enter into this Agreement and to carry out the provisions hereof;
(ii) such party is duly authorized to execute and deliver this Agreement and to
perform its obligations hereunder; (iii) this Agreement is a legal and valid
obligation binding upon it and is enforceable in accordance with its terms; and
(iv) the execution, delivery and performance of this Agreement by such party
does not conflict with any agreement, instrument or understanding, oral or
written, to which it is a party or by which it may be bound, nor violate any law
or regulation of any court, governmental body or administrative or other agency
having authority over it.
(b) Forced, Indentured, Convict and Penal Labor. LG hereby represents and
warrants to BJI that the Products will not be produced, manufactured or
assembled in whole or in part with the use of forced, convict, indentured labor
or child labor under penal sanction as prohibited by any state law or U.S.
statute or any foreign law; and LG will issue, upon request of BJI, a
certificate, in form and substance acceptable to BJI, attesting to the same.
10. Miscellaneous
(a) Compliance with Laws. Each party agrees to comply with all laws,
ordinances and regulations applicable to such party's performance of its
obligations under this Agreement.
(b) Notices. All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given, made and received only when sent via facsimile
(with confirmation), personally delivered, three (3) days following the day when
deposited with an overnight courier service for overnight priority service, such
as Federal Express, for delivery to the intended addressee in the United States
addressed as set forth below:
To BJI:
Xxxxx Xxxxxx International, Inc.
0000 X. Xxxxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxx
Facsimile: 000-000-0000
With a copy to:
Xxxxx Xxxxxx International, Inc.
C/O Trivest Partners, L.P.
0000 X. Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Facsimile: 000-000-0000
To LG:
Leisure Garden
Zhejiang Huayue Furniture Industries Co., Ltd.
00 XxxxXxx 0xx Xxxx
XiaoShan
Economy Technology Development Xxxx
Xxxxxxxx Xxxxxxxx 000000
Xxxxx
Facsimile: 011-86-571-8283-6303 and 011-86-571-8283-5856
Attn: Xxxxx Xxxx
Any person may alter the address to which communications or copies are to
be sent by giving notice of such change of address in conformity with the
provisions of this Section for the giving of notice.
(c) Entire Agreement. This Agreement and each BJI purchase order issued in
connection with this Agreement, and any other documents referred to herein
constitute the entire agreement between the parties, and supersedes any prior
written or oral agreement or understanding with respect to the subject matter
hereof. No interpretation, alteration, amendment, or change to this Agreement
will be effective unless made in writing and signed by both parties, except that
each party may change the address or the name of the person to whom notices to
that party will be sent by giving written notice of such change to the other
party as provided in Section 10(b) hereof.
(d) No Waiver: Failure by either party to exercise any rights under this
Agreement in any one or more instances will not constitute a waiver of such
rights in any other instance. Waiver by such party of any default under this
Agreement will not be deemed a waiver of any other default. No alteration or
modification of any provision of this Agreement will be binding unless in
writing and signed by duly authorized representatives of both parties.
(e) Governing Law; Submission to Jurisdiction; Venue: This Agreement, the
rights and obligations of the parties hereto, and any claims or disputes
relating thereto, will be governed by and construed in accordance with the laws
of the State of California, U.S.A. notwithstanding the place of execution or
performance of this Agreement (without reference to its conflict of laws
principles) and applicable U.S. federal laws. The parties hereby consent to and
submit to the sole jurisdiction of a competent court located in the State of
California and expressly waive any defense based upon venue, lack of personal
jurisdiction or forum non conveniens. Such court shall be the sole and exclusive
venue for resolution of any disputes or disagreements between the parties
relating to this Agreement or the transactions contemplated hereby or otherwise
arising hereunder or with respect to any breach of the terms and provisions
hereof. In the event of a lawsuit or proceeding between the parties, the
non-prevailing party will pay or reimburse, as the case may be, the expenses and
costs, including court costs and reasonable attorney's fees, of the prevailing
party. The parties further agree that the delivery to the address specified in
Section10 (b) of this Agreement, of any process or summons required by any such
court shall constitute valid and lawful service of process against them, without
the necessity of service by any other means provided by statute or rule of
court.
(f) Construction; Severability; Survival. Each party represents that they
have each reviewed and revised this Agreement to the extent they deemed
necessary. Accordingly, the rule of construction, providing that any ambiguities
are to be resolved against the drafting party, shall not be employed in the
interpretation of this Agreement. If any of the provisions or any portion of the
provisions of this Agreement shall be held invalid or unenforceable, such
invalidity or unenforceability will not invalidate or render unenforceable the
entire Agreement, but rather the entire Agreement will be construed as if not
containing the particular invalid or unenforceable provisions or portion thereof
but consistent with the intent of the parties, and the rights and obligations of
the parties hereto will be construed and enforced accordingly. The agreements
contained in Sections 4(e-f), 6, 7, 8, and 11 and any other provisions hereof
which by their terms or nature extend beyond the termination or expiration of
this Agreement, shall survive such termination or expiration of this Agreement.
(g) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their successors and permitted assigns.
11. Dispute Resolution
(a) Amicable Negotiation and Consultation. Subject to the parties' rights
under this Agreement in the event a dispute arises in connection with the
interpretation or implementation of this Agreement, either party may notify the
other party in writing of the substance of the dispute and of its desire to
attempt to reach an amicable settlement, in which event both Parties shall
endeavor for a period of sixty (60) days after the date of such notice to reach
an amicable settlement of the dispute.
IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement
to be executed by their duly authorized officers, this the day and year first
above written.
XXXXX XXXXXX INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: President and CEO
Date of Signature: November 23, 2003
ZHEJIANG HUAYUE FURNITURE INDUSTRIES, CO., LTD.
(d/b/a LEISURE GARDEN)
By: /s/ Xxxxxxxx Xx
Name: Xxxxxxxx Xx
Title: General Manager
Date of Signature: November 24, 2003
