Exhibit 10.5
(LOGO)
WHITE DIAMOND
SPIRITS, INC.
MEMORANDUM
DATE: January 4, 2000
TO: Majestic Distilling Co., Inc.
Xx. Xxx Xxxxxxx, President
Xx. Xxxxxx "Xxxxx" Xxxxx, Vice President
Sales & Marketing
FROM: Xxxxx Xxxx, C.O.O. Vice President Sales & Marketing
RE: Formal Letter of Agreement for the Appointment of Majestic Distilling Co.,
Inc. as Master Sales Agent/Broker To Represent White Diamond Spirits, Inc.
in Specific Designated USA States
This agreement shall be in effect beginning January 1, 2000 through December 31,
2003. There will be as mutually agreed to a 4th and 5th year option.
The following markets which Majestic Distilling Company has agreed to represent
White Diamond Spirits in, are as follows:
Massachusetts Maryland North Xxxxxxxx Georgia
Nebraska Florida D.C. South Carolina
Tennessee Missouri Pennsylvania Arkansas
Kentucky Kansas Ohio Delaware
Michigan New York Virginia New Hampshire
W. Virginia Vermont Rhode Island Colorado
Maine Texas Alabama
Additional US markets may be considered in the future. Any and all international
markets will be discussed and handled accordingly.
At this point in time, an inventory of Brilliant Vodka 750 ML, 100 ML and
50 ML's will be maintained at
00000 Xxxxxxx Xxxxxx
XXX #000
Xxxxxxxxxx, XX 00000
TEL:(000)000-0000
FAX:(000)000-0000
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January 4, 2000
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Majestic Distilling Co. no storage fee to WDS.
This inventory will be tax and duty paid and solely owned by WDS. This inventory
will be used to sell and service specific designated markets by WDS and
Majestic. Majestic will be responsbile for the safekeeping of WDS inventory on
their premises.
Certain designated markets by WDS and Majestic will be shipped and billed by
Majestic, counter billed by WDS for payment. Billing and payment details to be
worked out under separate cover.
At a mutually agreed to time, Majestic may want to purchase product from WDS
under certain conditions, terms and price - details under separate agreement.
WDS has assumed product liability of Brilliant Vodka (copy of policy
forthcoming), WDS assumed all risk of loss.
Regarding Brilliant Vodka as a line extension on certain designated states, any
costs born by Majestic regading state licensing fees both for open and control
states will be reimbursed by WDS. This to be discussed prior to state
appointments.
All distributor appointments as it relates to the agreement bewteen Majestic and
WDS must be approved prior to any appointment, in writing.
Any trade, newspaper, magazine, P.R. releases by Majestic, must be approved in
advance in writing to WDS prior to release.
Promotional and advertising funding will be handled by WDS unless otherwise
agreed to by Majestic and WDS.
All P.O.S. will be furnished by WDS unless otherwise agreed to with Majestic.
Sample product will be provided by WDS. Discussion of usuage of product by
Majestic with WDS prior to withdrawl. A Record of all samples will be kept
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January 4, 2000
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on file and reviewed on a monthly basis.
Specifics of responsibility/performance by Majestic.
- Distribution of product (Brilliant Vodka) in assigned state.
- Maintain reasonable product size and quantity inventory in designated states.
- Oversee-mutually agreed to distributor programs.
- Copies of all distributor/retailer programs or agreements where legal and
applicable.
- Written recaps of all state programs instituted.
- Copies of all inventory and depletion reports by states where applicable.
- Where billing in either control or open states is done by Majestic (as agreed
to) reimbursement of those funds to WDS will be in a timely manner upon said
payment by distributor or state board made to Majestic.
- Any additional promotional funds that we deem necessary in the various
designated markets will be on a need-to-do basis.
As I stated earlier, we are excited and enthusiactic about this new venture and
look forward to many successful and prosperous years.
Sincerely,
/s/ Signature
-------------
Xxxxx Xxxx, COO
Vice President Sales & Marketing
CC: Xxxx Xxxxxxx, President/CEO (WDS)
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