PRODUCT FORMULA AGREEMENT
PRODUCT FORMULA AGREEMENT, dated as of this 5th day of January, 2001 by and
between SafeScience, Inc., a Nevada corporation with its offices in Boston, MA
("SafeScience") and Delta-Omega Technologies, Inc., a Colorado corporation (the
"Company") with its offices in Broussard, LA.
WHEREAS, the Company has developed certain proprietary formulations for
cleaning products; and
WHEREAS, SafeScience is interested in acquiring title to certain of these
formulations and acquiring certain first refusal rights to certain other of
these formulations from the Company; and
WHEREAS, SafeScience is willing to make payments to the Company in
consideration of its transfer of the formulations being acquired and its grant
of certain first refusal rights hereunder to other formulations; and
WHEREAS, the Company is willing to grant to SafeScience title to certain
formulations and to grant certain first refusal rights as set forth herein.
NOW THEREFORE, in consideration of the foregoing, the parties agree as
follows:
1. Transfer of Existing SafeScience Consumer Cleaning Formulas.
(a) The Company hereby grants all its rights, title and interest to the
consumer cleaning formulas listed on Exhibit A, and all instructions,
procedures, know-how and other information necessary for the manufacture thereof
(collectively, the "SafeScience Consumer Cleaning Formulas") to SafeScience,
including all modifications, enhancements and improvements thereto to date.
(b) So long as SafeScience is not in violation of its royalty payment
obligations under paragraph 2(b), the Company shall not produce, create or
license to or for itself or any third party any formulation for any cleaning
product that is sold competitively with the cleaning products produced from the
SafeScience Consumer Cleaning Formulas as listed on Exhibit A.
2. Payments by SafeScience. SafeScience shall make the following payments to
the Company:
(a) $50,000 on the date hereof
$50,000 on April 1, 2001
(b) 2% of net sales for all products produced from the SafeScience Consumer
Cleaning Formulas from the date hereof through January __, 2005. Such payments
shall be made on a quarterly basis within 30 days of the end of each calendar
quarter. Net sales are defined as gross sales actually invoiced less returns,
cash discounts and necessary trade allowance and less separately invoiced
amounts such as taxes, shipping and insurance.
(c) The parties agree that the payments due under Section 2(b) above shall
be initially offset by the amounts due to SafeScience by the Company pursuant to
the purchase order #s 42848, 42849, 42818, 42816, 42830, 42840, 42838, 42834,
42832, 42836, 42841, 42814, 42819, 9789, 42817, 9960 and 42843 for S.S. 3000
dated from August 10, 2000 through October 27, 2000.
3. Rights to SafeScience Industrial Products. The Company grants SafeScience
the first right, prior to all other third parties, to negotiate an exclusive
worldwide license to make, manufacture, sell and distribute each of the
industrial cleaning products developed specifically for SafeScience listed in
Exhibit B (collectively, the "SafeScience Industrial Products") on substantially
similar terms as the draft Exclusive Supply and License Agreement dated January
27, 2000 attached as Exhibit C. SafeScience's first right to negotiate an
exclusive worldwide license shall not be subject to the receipt by the Company
of any offer to license the SafeScience Industrial Products. If the Company
receives an offer to license all or some of the SafeScience Industrial Products
it shall promptly notify SafeScience and negotiate in good faith to license such
SafeScience Industrial Products to SafeScience on substantially similar terms as
the draft Exclusive Supply and License Agreement dated January 27, 2000, except
for pricing which shall meet the new offer.
4. Forgiveness of Loan. SafeScience hereby agrees to forgive the outstanding
principal balance and interest due thereon of the Company's promissory note to
SafeScience dated May 14, 1999.
5. New Consumer Formulas.
(a) If the Company creates or produces any formulas for new consumer
cleaning products requested by SafeScience and agreed upon by the Company, after
the date hereof ("New Consumer Formulas") the Company shall license the New
Consumer Formulas to SafeScience on substantially similar terms, including
exclusivity, term and license fee, as the Exclusive License Agreement between
the Company and SafeScience dated September 15, 1999.
(b) SafeScience shall have the option to purchase the New Consumer Formulas
for the initial purchase price for each New Consumer Formula of $20,000, payable
in advance plus 2% of net sales for all products produced from such New Consumer
Formula for a period of four (4) years from the date of purchase of such New
Consumer Formula (the "New Consumer Formula Purchase Price"), and such New
Consumer Formula shall be considered a SafeScience Consumer Cleaning Formula for
the purpose of this Product Formula Agreement. The initial base price of $20,000
shall be increased each year based on the consumer Price Index as published in
the Wall Street Journal on the date nearest the anniversary of this agreement.
Net sales shall have the same definition as in Section 2(b) hereof. SafeScience
shall exercise its option to purchase any or all New Consumer Formulas by
delivering written notice to the Company. SafeScience and the Company shall
negotiate in good faith and complete the purchase of such New Consumer Formulas
within forty-five (45) days of SafeScience's notice to exercise its option.
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(c) The Company can request SafeScience to exercise its option to purchase
a New Consumer Formula pursuant to section 5(b) by giving written notice of the
Company's intent to find a potential third party buyer of a New Consumer
Formula. If SafeScience does not notify the Company of its intent to exercise
its option pursuant to Section 5(b) within 10 (ten) business days of receipt of
the Company's request, then the Company may seek to sell the New Consumer
Formula pursuant to this Section 5(c) notwithstanding paragraph 1(b). In the
event the Company seeks to sell any New Consumer Formula, the Company shall
notify SafeScience in writing of the terms of such sale at least thirty (30)
calendar days prior to the date of such sale (the "Offer Notice"). Upon receipt
of the Offer Notice, SafeScience shall have twenty (20) days to exercise a right
of first refusal to enter into an agreement to purchase all or some of the New
Consumer Formulas covered by the Offer Notice for the greater of the New
Consumer Formula Purchase Price or the amount offered by any third party prior
to the offer notice. If SafeScience fails to notify the Company in writing
within said twenty (20) day period of its election to exercise its right of
first refusal, SafeScience shall be deemed to have waived all such rights and
the Company may conclude the sale to a third party notwithstanding paragraph
1(b).
If SafeScience does not exercise its right of first refusal, the Company
may enter into such sale only on the terms (including the date) described in,
and with the party identified in, the Offer Notice. If the Company has not
entered into such sale pursuant to the Offer Notice within ninety (90) days
after the Offer Notice, then the restrictions provided by this Section 5 shall
again become effective.
6. Improvements to Products.
(a) The Company shall make such modifications, adjustments, enhancements
and/or improvements (collectively "Improvements") to the SafeScience Consumer
Cleaning Formulas as requested by SafeScience. SafeScience shall have all right,
title and interest to any such Improvements to the SafeScience Consumer Cleaning
Formulas. SafeScience shall pay the Company all reasonable expenses incurred by
the Company on a time and materials basis in connection with Improvements to the
SafeScience Consumer Cleaning Formulas. Prior to beginning any Improvements to
the SafeScience Consumer Cleaning Formulas, the Company shall provide an
estimate to SafeScience of its time and material costs in connection with
Improvements to the SafeScience Consumer Cleaning Formulas.
(b) The Company may continue to develop Improvements to the SafeScience
Industrial Products. Any Improvements on SafeScience Industrial Products shall
also be considered SafeScience Industrial Products for the purposes of this
Agreement and shall be subject to all provisions hereof.
7. Rights Regarding Third Parties Manufacturers. The Company presently
manufactures industrial cleaning products, other than the SafeScience Industrial
Products, which are purchased from the Company by SafeScience and listed in
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Exhibit D. The Company agrees to negotiate in good faith to grant SafeScience
the right to have a third party manufacture such products if, as a result of the
high volume of demand which exceeds the Company's production capacity for any
such products, based on firm orders as verified by the Company, or quality
control concerns with respect to any such product, SafeScience determines in
good faith that the Company is unable to provide SafeScience with the necessary
quantity or quality of such products.
8. Other Obligations.
(a) The Company shall promptly grant to SafeScience 100,000 shares (the
"DOTK Shares") of its common stock par value $.001. The Company shall file a
registration statement covering the DOTK Shares within one hundred twenty (120)
days of the date hereof. Thereafter, the Company shall use its best efforts to
cause such registration statement to be declared effective by the 180th day
after the date hereof. The Company shall keep such registration statement
effective until SafeScience may sell the DOTK Shares without registration
pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended
("Rule 144").
The Company may postpone the filing of any registration statement required
pursuant to this Section 8(a) for a reasonable period of time, not to exceed
sixty (60) days in the aggregate, and not more than once in any ninety (90) day
period, if the Company has been advised by legal counsel in writing, with a copy
to the undersigned upon their request, that such filing would require a special
audit or the disclosure of a material impending transaction or other matter and
the Board of Directors of the Company determines reasonably and in good faith
that such disclosure would have a material adverse effect on the Company.
The Company shall pay all expenses incurred by the Company in connection
with the registration, qualification and/or exemption of the DOTK Shares,
including any SEC and state securities law registration in the state of
Massachusetts, or other states where registration is required by law, and filing
fees, printing expenses, fees and disbursements of the Company's counsel and
accountants, transfer agents' and registrars' fees, fees and disbursements of
experts used by the Company in connection with such registration, qualification
and/or exemption, and expenses incidental to any amendment or supplement to the
registration statement or prospectuses contained therein. The Company shall not,
however, be liable for any sales, broker's or underwriting commissions upon sale
by the undersigned or other holder of any of the DOTK Shares.
(b) SafeScience shall promptly grant to the Company such number of shares
(the "SAFS Shares") of its common stock, par value $0.01 as shall have a value
of $200,000 based on the Closing price of SafeScience's common stock on the date
hereof. SafeScience shall file a registration statement covering the SAFS Shares
within one hundred twenty (120) days of the date hereof. Thereafter, SafeScience
shall use its best efforts to cause such registration statement to be declared
effective by the 180th day after the date hereof. SafeScience shall keep such
registration statement effective until the Company may sell the SAFS Shares
without registration pursuant to Rule 144.
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SafeScience may postpone the filing of any registration statement required
pursuant to this Section 8(b) for a reasonable period of time, not to exceed
sixty (60) days in the aggregate, and not more than once in any ninety (90) day
period, if SafeScience has been advised by legal counsel in writing, with a copy
to the undersigned upon their request, that such filing would require a special
audit or the disclosure of a material impending transaction or other matter and
the Board of Directors of SafeScience determines reasonably and in good faith
that such disclosure would have a material adverse effect on SafeScience.
SafeScience shall pay all expenses incurred by SafeScience in connection
with the registration, qualification and/or exemption of the SAFS Shares,
including any SEC and state securities law registration in the State of
Louisiana, or other states where registration is required by law, and filing
fees, printing expenses, fees and disbursements of SafeScience's counsel and
accountants, transfer agents' and registrars' fees, fees and disbursements of
experts used by SafeScience in connection with such registration, qualification
and/or exemption, and expenses incidental to any amendment or supplement to the
registration statement or prospectuses contained therein. SafeScience shall not,
however, be liable for any sales, broker's or underwriting commissions upon sale
by the undersigned or other holder of any of the SAFS Shares.
9. Right to Audit. SafeScience shall at all times through and until January 5,
2005 keep true and correct books of account and maintain documents (including
where appropriate documents produced by third party manufacturers and provided
to SafeScience) which show the payments due pursuant to Section 2(b) to which
the Company is entitled. The books of account and documentation shall be
retained by SafeScience through and until January 5, 2007 and shall be open to
inspection by an authorized representative of the Company, at the Company's
expense. Such inspections shall be carried out no more than twice per year,
during usual business hours of SafeScience by the Company or its assigns,
successors or representatives upon five (5) business days prior notice. In the
event an audit by the Company determines that SafeScience has underpaid the
payments due to the Company under Section 2(b) by more than 10% in any one-year
period, the expenses of the audit shall forthwith be reimbursed by SafeScience
to the Company.
10. Confidentiality and Non-Disclosure of Information.
(a) As used in this Agreement, the term "Confidential Information" means
confidential or proprietary technical or business information furnished by one
party to the other party in connection with this Agreement, regardless of
whether such information is in written, oral, electronic, or other tangible
form. Such Confidential Information may include, without limitation, trade
secrets, know-how, inventions, technical data or specifications, testing
methods, business or financial information, research and development activities,
product and marketing plans, and customer and supplier information. The
SafeScience Consumer Cleaning Formulas shall be the Confidential Information of
SafeScience and shall not be subject to exception (3) to Confidential
Information contained in Section 10(b) below.
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(b) Each party shall maintain the other party's Confidential Information in
confidence and shall not disclose such Confidential Information to any third
party without the prior written consent of the disclosing party and shall not
use such Confidential Information other than in furtherance of this Agreement.
The foregoing shall not apply to information that (1) is or hereafter becomes
generally available to the public other than by reason of any default with
respect to confidentiality under this Agreement; (2) is disclosed to such party
by a third party who is not in default of any confidentiality obligation to the
other party; (3) is developed by or on behalf of such party, without reliance on
confidential information acquired from the other party; (4) is provided by such
party under appropriate terms and conditions, including confidentiality
provisions equivalent to those in this Agreement, to third parties for
consulting, accounting, legal and similar purposes.
(c) Each party shall limit access to the other party's Confidential
Information to those of its directors, officers, agents, employees, consultants
and advisors who have a need to know and who have been informed in writing of
and agreed to be bound by the obligations of confidentiality imposed by this
Agreement. Each party shall allow its directors, officers, agents, employees,
consultants, and advisors to reproduce the Confidential Information only to the
extent necessary to effect the purposes set forth in this Agreement, with all
such reproductions being considered Confidential Information. The receiving
party shall cause its directors, officers, agents, employees, consultants and
advisors to keep in confidence the Confidential Information consistent with this
Agreement and shall be responsible for any disclosures by such persons not
permitted hereunder.
(d) In the event a party shall be required to disclose any Confidential
Information (a "Compelled Party"), it will give the other party prompt notice of
such requirement so that the other party may seek a protective order or other
appropriate remedy. Unless the requirement shall have been timely limited,
quashed or extended, the Compelled Party shall thereafter be entitled to comply
with such demand to the extent required by law. If requested by the other party,
the Compelled Party shall cooperate (at the expense of the other party) in the
defense of a demand.
(e) In the event of any breach by a party or any of its agents of the
provisions of this Section 10, the other party may, subject to the provisions of
Section 16(c), immediately seek injunctive relief in any court of competent
jurisdiction in addition to any other rights or remedies provided for herein.
11. Infringement.
(a) In the event that the Company learns of any infringement or
unauthorized use of the SafeScience Consumer Cleaning Formulas, it shall
promptly notify SafeScience. SafeScience shall have the sole initial right to
bring infringement actions or other similar proceedings against third parties in
order to protect the SafeScience Consumer Cleaning Formulas. If requested to do
so, the Company shall reasonably cooperate with SafeScience in any such action,
including but not limited to joining the action as a party if necessary to
maintain standing.
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(b) If SafeScience determines not to take any such action, then the Company
may take such action in its own name. SafeScience may cooperate with the Company
or join such action at its sole discretion. In the event such an action taken by
the Company is successful and the Company is not awarded all its costs and
expenses (including attorney's fees) incurred in connection with the prosecution
thereof, then SafeScience agrees to participate in and contribute to the costs
and expenses of such prosecution in ratable proportion to the relative losses to
the parties incurred as a result of the infringing conduct. The relative losses
of the parties shall be determined based upon, in the case of SafeScience,
SafeScience's estimated gross profits from the sales lost as a result of the
infringement, and in the case of the Company, on the Section 2(b) fees that
would have been payable on the sales lost as a result of the infringement.
(c) Any award recovered by the Company or SafeScience in any action or
proceeding commenced by it as under this Section 11 shall be divided between the
parties as follows: first, to both parties of their respective, actual
out-of-pocket costs (which amount shall be allocated pro rata if the amount
recovered is less than the total amount of such costs); second, any amounts
awarded in respect of lost sales or profits shall be allocated so as to
approximate, to the best of the parties' ability, to the Company the portion
thereof that represents the fees payable under Section 2(b) that would have been
payable with respect to such lost sales or profits, and to SafeScience the
balance of the amount so awarded.
12. Indemnification.
(a) The Company agrees and covenants to hold harmless and indemnify and
defend SafeScience, its subsidiaries, affiliates, officers, directors,
employees, agents and assigns, from and against any suits, actions, claims,
losses, demands, liabilities, costs and expenses of any kind, including costs
and attorneys' fees for defending the same, which may arise or result from any
claims of infringement by, or piracy of, the SafeScience Consumer Cleaning
Formulas, except to the extent caused by SafeScience's (or any of SafeScience's
agent's or third party manufacturer's) misuse, unauthorized modification of
SafeScience Consumer Cleaning Formulas or mislabeling.
(b) SafeScience agrees and covenants to hold harmless and indemnify and
defend the Company, its subsidiaries, affiliates, officers, directors,
employees, agents and assigns (each a "Company Indemnified Party"), from and
against any suits, actions, claims, losses, demands, damages, liabilities, costs
and expenses of any kind, including costs and attorneys' fees for defending the
same, which may arise or result from SafeScience's use of the SafeScience
Consumer Cleaning Formulas, to the extent SafeScience's or its agents' actions
constitute breach of contract, negligence or willful misconduct toward a party
other than a Company Indemnified Party.
13. Warranties. The Company represents and warrants to SafeScience that (i) it
has all corporate power and authority to grant its right, title and interest in
the SafeScience Consumer Cleaning Formula to SafeScience, (ii) the execution and
delivery of this Agreement and the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the Company's part, (iii)
the SafeScience Consumer Cleaning Formulas do not constitute substantially all
the assets of the Company, (iv) to its knowledge and belief the SafeScience
Consumer Cleaning Formulas do not infringe or violate any intellectual property
rights of any third party, and no third party has infringed upon the rights of
the Company in the SafeScience Consumer Cleaning Formulas, and (v) it has full
right and title to the SafeScience Consumer Cleaning Formulas.
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14. Termination.
(a) Notwithstanding anything otherwise contained in this Agreement, the
Company shall have the right to terminate the rights granted to SafeScience
hereunder (other than the Company's granting of its right, title and interest in
the SafeScience Consumer Cleaning Formulas to SafeScience) upon thirty (30) days
written notice to SafeScience (unless a longer period is set forth hereinbelow),
if SafeScience fails or refuses to pay promptly any amount payable under Section
2 when and as same shall become due and payable, and such default shall continue
for a period of thirty (30) days after written notice thereof has been given by
the Company to SafeScience; provided, however, (1) if SafeScience, within said
notice period, cures or otherwise terminates any of said events, said rights
shall continue on in force as if said notice had not been given, or (2) if
SafeScience, within said notice period, contests in good faith the veracity of
any of said events, said rights shall continue on in force until such time as
the veracity of said events shall be established by a final trier of fact, from
which no further appeal may be taken in accordance with Section 16(c).
(b) SafeScience may terminate this Agreement at any time, for any reason,
upon thirty (30) days' notice thereof to the Company.
15. Effect of Termination. Upon the termination of this Agreement, all rights
of SafeScience under Sections 3, 5, 6 and 7 shall cease forthwith and shall
immediately be null and void and thereafter SafeScience shall cease using the
SafeScience Industrial Products. Each party shall forthwith deliver to the other
party all forms, procedures, documents, copies of formulations, and other
Confidential Information of the other party. Section 2, 4, 8, 9, 10, 11, 12 and
13 shall survive any termination of this Agreement.
16. General Provisions.
(a) Relationship of Parties. No partnership, joint venture, employment,
agency or other relationship is formed, intended, or to be inferred under this
Agreement. Neither party to this Agreement shall make or authorize any
representation to the contrary.
(b) Survival of Remedies. During and after the term of this Agreement, each
party shall be entitled to all rights, remedies and protections available at law
and in equity. The parties recognize that irreparable injury may result to its
business and property if the other party breaches any of the terms of this
Agreement, and each party agrees that if it engages in any act in violation of
this Agreement, the other party shall be entitled, in addition to such other
remedies and damages as may be available, to seek equitable relief including
injunction prohibiting the breaching party from engaging in such act and
specific performance.
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(c) Disputes. Should a dispute arise relative to the terms or conditions of
this Agreement, the parties shall, prior to commencing any litigation or similar
proceeding, engage in non-binding mediation with a mediator mutually acceptable
to the parties. In the event such mediation is unsuccessful in resolving the
dispute, the parties shall submit the dispute to binding arbitration in Boston,
Massachusetts pursuant to the rules then prevailing of the American Arbitration
Association. Any award made through the arbitration shall be enforceable in any
court of competent jurisdiction pursuant to uniform laws regarding arbitration
and the award may include an award of attorney's fees and costs to the
prevailing party. The foregoing arbitration clause shall not be deemed to limit
the right of either party to seek immediate equitable relief, where permitted
pursuant to applicable law or to the terms of this Agreement, in a court of
competent jurisdiction pending the arbitration proceedings.
(d) Waiver. The failure of either party to take any action under this
Agreement, or the waiver of a breach of this Agreement, shall not affect that
party's rights to require performance hereunder or constitute a waiver of any
subsequent breach.
(e) Notice. All notices required or permitted to be given or made under
this Agreement must be made in writing and delivered by certified mail, return
receipt requested. Mailed notices shall be addressed to the parties as their
addresses appear below, except that in the event written notice of a change of
address is made in accordance with this section, then such mailed notices shall
be addressed to the party in question at such new address.
If to Delta-Omega Technologies, Inc.:
000 Xxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx, III
Telephone: (000) 000-0000
Fax: (000) 000-0000
With copies to:
Xxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to SafeScience, Inc.:
00 Xx. Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, President
Telephone: (000) 000-0000
Fax: (000) 000-0000
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With copies to:
Xxxxxx Xxxxxx, Esq.
XxXxxxxxx, Will & Xxxxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX
Telephone: (000) 000-0000
Fax: (000) 000-0000
(f) Interpretation. This Agreement shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts. The headings
herein are for reference only and shall not define or limit the provisions
hereof.
(g) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter addressed herein, and all
prior and contemporaneous agreements, whether written or oral, as may relate to
the same, are hereby superseded by this Agreement.
(h) Modification. This Agreement may not be altered, modified, amended or
changed, in whole or in part, except by a writing executed by the parties.
(i) Successors. This Agreement shall be binding upon the parties and their
permitted assigns, corporate successors and representatives. Neither party may
assign this Agreement or its rights hereunder without the prior written consent
of the other party which shall not be unreasonably withheld, provided such
assignee agrees to assume the responsibilities and obligations of the assigning
party hereunder.
(j) Attorneys' Fees. In the event of any dispute which results in a suit or
other legal proceeding to construe or enforce any provision of this Agreement or
because of an alleged breach, default or misrepresentation in connection with
any of the provisions of this Agreement, the parties agree that the prevailing
party or parties (in addition to all other amounts and relied to with such party
or parties may be entitled) shall be entitled to recover reasonable attorneys'
fees and other costs incurred in any action or proceeding.
(k) Previous Agreement. This Agreement shall be deemed to supersede the
Exclusive License Agreement dated September 15, 1999 between SafeScience and the
Company and the Supply and Distribution Agreement dated July 8, 1998 between
SafeScience and the Company.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the date first above written.
SAFESCIENCE, INC. DELTA-OMEGA TECHNOLOGIES, INC.
By: By:
------------------------------- -------------------------------
Title: Title: Co-Chief Executive Officer
By:
-------------------------------
Title: Co-Chief Executive Officer
EXHIBIT A
---------
SafeScience Consumer Cleaning Formulas
--------------------------------------
Product Name SAFS Item Number
------------ ----------------
All Purpose XXX 000
Kitchen Cleaner 308
Window/Glass Cleaner XXX 000
Xxxxx Xxxxxxx XXX 000
Shower Mist 305
Bathroom Cleaner XXX 000
Xxxxxxxx XXX 302
Laundry Detergent 309
Exterior Home & Window 307
Citrus Scent All Purpose 20024
All Purpose Mint 25003
EXHIBIT B
---------
SafeScience Industrial Products
-------------------------------
Product Name SAFS Item Number
------------ ----------------
Oven/Grill Heavy Duty Cleaner 315
Window/Glass Cleaner Concentrate 314
Window/Glass Cleaner XXX 000
All Purpose Cleaner Concentrate 310
All Purpose Cleaner XXX 000
Xxxxx Cleaner Concentrate 313
Stain Remover 318
Liquid Laundry 319
Bathroom Cleaner Concentrate 317
Bathroom Cleaner XXX 000
Exterior Window/Glass Cleaner 320
EXHIBIT C
---------
Draft Exclusive Supply and License Agreement
--------------------------------------------
EXHIBIT D
---------
Other Industrial Products
-------------------------
Product Name SAFS Item Number
------------ ----------------
Carpet Shampoo 316
Concrete Cleaner 326
Multi-Clean Super Concentrate 323
Aircraft Wash HD 325
Aircraft Wash 324
Wash n' Wax Concentrated Liquid 321
Defoamer DF-100
D-Limonene (OCY Industrial Clean SS2000
Intermediate (Glyco Ether) SS3000
HazClean EFFF SS3100
