Xxxxxx 00, 0000
Xxx Xxxxxxxxxxxxx (451-6226)
and First-Class Mail
Xxxxx Xxxxxx, Esq.
00000 Xxxxx Xxxx Xxxx
Xxxxx X-00, 150
Xxxxxxxxxx, Xxxxxxx 00000
Re: Rose Hearts, Inc. Distributorship Agreement
Dear Xxxxx:
The purpose of this letter is to amend and clarify the terms and
conditions of the distributorship agreement between Rose Hearts, Inc. ("Rose
Hearts") and Premium Cigars International, Ltd. ("PCI").
In keeping with PCI's policy for resolving conflicts of interest, Rose
Hearts' distributorship agreement shall not be on terms less favorable to PCI
than those terms that PCI could obtain from an unrelated or unaffiliated third
party, such as McLane Distributing or Core- Xxxx Distributing. If the
independent directors of PCI determine that any term or condition contained in
the Rose Hearts' distributorship agreement is less favorable to PCI than the
similar term or condition of PCI's agreement with another distributor comparable
to or larger than Rose Hearts, then such term or condition shall, upon 30 days'
prior written notice to Rose Hearts of such amended term or condition, be
amended to provide PCI with the more favorable term or condition.
Further, either Rose Hearts or PCI may terminate the distributorship
agreement on 30 days' written notice to the other.
PCI believes that these changes are in keeping with Rose Hearts'
disclosures and with PCI's policy for resolving conflicts of interest. If Rose
Hearts accepts these changes, please obtain Rose Heart's signature below and
return the letter to PCI in care of the undersigned.
Very truly yours,
XXXXX, XXXXXXXXX & XXXXX, P.C.
/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
ACKNOWLEDGMENT OF AGREEMENT
WITH TERMS SET FORTH ABOVE:
PREMIUM CIGARS INTERNATIONAL, LTD. ROSE HEARTS, INC.
By:/s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
-------------------------- -------------------------
Xxxxxx X. Xxxxxxxxx, President Xxxx X. Xxxxxxxxx, President
