AGREEMENT

AGREEMENT

This agreement (“Agreement”) is entered into as of the 4^th day of October, 2005,

BETWEEN:

                XXXXXXX PACKAGING LTD., 0000 – 000^xx Xxxxxx, Xxxxxx, XX, X0X 0X0 (“Xxxxxxx”)

AND:

                XXXX Pharmaceuticals Corp. of 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxxxx, XX X0X 0X0 (“XXXX”).

WHEREAS XXXX has developed a disinfectant product known as T³6^® Disinfectant (“T36D”), formerly known as Viralex^TM and

WHEREAS Xxxxxxx has the capabilities to manufacture T36D,

The Parties agree as follows:

1.	Xxxxxxx will manufacture T36D for XXXX according to specifications provided in Schedule “A”.
2.	XXXX will provide Xxxxxxx with the label designs.
3.	Xxxxxxx will assume all of the costs of manufacturing, except label design, and having T36D ready to ship from its warehouse in minimum quantities of one-half skid or 18 cases.
4.	Xxxxxxx will maintain 2 months inventory of T36D as specified by XXXX from time to time.
5.	XXXX will be responsible for the costs of marketing and sales support.
6.	XXXX will arrange for the shipping of products from Xxxxxxx’x warehouse to XXXX’x customers at no cost to Xxxxxxx. Xxxxxxx has the option to provide a quote to XXXX for shipping costs.
7.	Upon receipt of an order from XXXX, Xxxxxxx will prepare the required shipping documents except for shipments to Esthetics Plus for which XXXX Pharmaceuticals Corp. will prepare the waybills for each case of product and deliver the waybills to Xxxxxxx for attachment to the individual cases by Xxxxxxx.
8.	XXXX will set its prices according to the attached “ViralexTM with T3 6® Distributor Price List” (“the Price List”).
9.	XXXX will advise Xxxxxxx of any changes to the Price List 45 days in advance.
10.	For each order received from XXXX, Xxxxxxx will calculate the value of the product being shipped from the Price List, as described in Paragraph 11, with the exceptions of:
	a.	sales to Esthetics Plus as described in Paragraph 12 and
	b.	free samples, as described in Paragraph 13.
11.	Xxxxxxx will invoice XXXX as follows:
	a.	For 480 ml. bottles, 40% of the value of the shipment calculated from the Price List plus GST and
	b.	For 4 litre jugs, 65% of the value of the shipment calculated from the Price List plus GST.
12.	For shipments to Esthetics Plus, XXXX will advise Xxxxxxx, at the time of the shipment, of the total value of the order plus GST and Xxxxxxx will invoice XXXX for 65% of value of the 4 litre jugs, 40% of the value of the 480 ml bottles plus GST.

13.	For free samples, Xxxxxxx will invoice XXXX for Xxxxxxx’x cost to manufacture the free samples plus GST. XXXX will provide Xxxxxxx with 30 days advance notice of any intended sales promotions in which free samples are to be given to customers at no cost by XXXX. Xxxxxxx will manufacture amounts of free samples if agreed to in advance by Xxxxxxx. It is estimated that the quantity of free samples provided by XXXX to its customers will not exceed 5% of the total manufacturing of 480 ml and 4 litre bottles of T36D undertaken in any given year by Xxxxxxx plus 10,000 of the 60 ml sample bottles per year.
14.	XXXX will pay Xxxxxxx within 35 days after the date of any invoice submitted to XXXX by Xxxxxxx.
15.	In the event that Norwood sells T36D to any of its customers, Xxxxxxx will provide XXXX with a monthly summary of Xxxxxxx’x invoices showing the amount of T36D sold in each individual sale and the amount owed to XXXX based on XXXX receiving 35% of the value of 4 litre jugs and 60% of the value of 480 ml bottles, both calculated from the Price List, plus GST. Xxxxxxx will pay XXXX within 35 days after the date of any invoice provided by Xxxxxxx to Xxxxxxx’x customers.
16.	If any T36D is returned due to manufacturing defects, Xxxxxxx will replace the defective product with new product at Xxxxxxx’x cost.
17.	Xxxxxxx will have the Right of First Refusal to manufacture other products for XXXX under similar, but not necessarily identical, terms.
18.	This Agreement may be terminated:
	a.	if either party provides the other party with 90 days written notice,
	b.	by either party if there has been a breach of any provision of this Agreement and thirty (30) days has elapsed from the date that written notice has been sent to the party in breach by the other party or
	c.	at the option of either party, if the other party becomes insolvent; violates the laws, regulations, rules, or statutes of any government; ceases doing business; makes an assignment for the benefit of creditors; or commits an act of bankruptcy. A failure by either party to exercise any right hereunder shall not operate as a waiver of such right and all remedies contained herein shall be cumulative.

The terms above are accepted by:

XXXX PHARMACEUTICALS CORP.

Per:

“Xxxxxxxx X. Xxxx”

Xxxxxxxx X. Xxxx, President & CEO

AND

XXXXXXX PACKAGING LTD.

Per:

“Xxxxx Xxxxxxx”

Xxxxx Xxxxxxx, President

SCHEDULE “A”

Specifications

Cartons:
(a) 480-ml T³6^® Disinfectant. 11.75” x 8.875” x 7.50”, Kraft at least 200, Style: RSC-TAB.
(b) Divider – interlocking for 12 bottles, Kraft Tst: 125.
(c) Information for labeling:

(i) Side panels:
The Best Available Technology
T³6^® Disinfectant
Hospital Grade Disinfectant
Limited Quantity

XXXX Pharmaceuticals Corp.
000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxxxx, XX, X0X 0X0, Xxxxxx.
000-000-0000                   xxx.xxxxxxxx.xxx

(ii) End panels:
480 ml x 12

(d) 4-Litre T³6^® Disinfectant. 12.25” x 12.25” x 12.0”, Kraft Tst. at least 200, Style: RSC-TAB.
(e) Information for labeling:

(i) Side panels:
The Best Available Technology
T³6^® Disinfectant
Hospital Grade Disinfectant
Limited Quantity

XXXX Pharmaceuticals Corp.
000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxxxx, XX, X0X 0X0, Xxxxxx.
000-000-0000                         xxx.xxxxxxxx.xxx

(ii) End panels:
4-Litre x 4

XXXX Pharmaceuticals Corp.

Caps:
(f) 480-ml bottle, 28 mm, foil-lined cap, 28-400 white PP foil seal M1 Product Code 23-2105 (Xxxxxxxx).
(g) 4-litre bottle, 38 mm, foil-lined cap, 23-2949 product code (Xxxxxxxx).

Bottles:
(h) 480-ml, Xxxxxxxx Packaging Ltd. product number 51130164, (clear 31 gms, or white 36 gms) or equivalent.
(i) 4-litre bottle, Xxxxxxxx Packaging Ltd. product number 51180034, 125 gms or equivalent.

Pump: Heavy-duty pump, Xxxxxxxx Packaging Ltd product number 50-1706, or equivalent. (for the 4-liter package)
Sprayer: Xxxxxxxx Packaging Ltd. product number 5910-BA, or equivalent.