EXHIBIT 10.4
April 22, 1996
Xx. Xxxxx X. Xxxxxx
J&K Pharmaceutical Laboratories
Dear Xxx:
The purpose of this letter is to set forth the terms of our agreement
regarding the manufacturing of certain products by J&K Pharmaceutical
Laboratories ("J&K") for Advantage Marketing Systems, Inc. ("AMS").
J&K has agreed to manufacture, in a full O.T.C. drug manufacturing
facility registered with the FDA, certain nutritional supplements for AMS
pursuant to our proprietary formulations. J&K has also agreed to work with us
to develop new and unique product formulations. All of our formulations,
including those developed with J&K's assistance, will remain our property and
J&K has agreed to maintain the confidentiality of AMS's product formulations.
J&K will maintain a forty-five day supply of those products which it
manufactures for AMS in its warehouse at all times from which AMS will be able
to request shipments from on a weekly basis. AMS will be invoiced on the date
of shipment and we have agreed to pay all invoices within thirty days of invoice
date.
J&K will maintain product liability insurance with an occurrence and
aggregate limit of at least $6.0 million from a Class A insurance company.
Advantage Marketing Systems, Inc., will be added to this policy as a named
insured.
J&K has agreed that it will not directly or indirectly (i) solicit,
canvass or otherwise contact or accept any business or transaction from any
independent distributor of AMS, (ii) solicit, canvass or otherwise contact or
accept any business or transaction from any former independent distributor of
AMS for a period of twelve months following such former independent
distributor's written termination as an independent distributor of AMS, or (iii)
take any action which shall cause the termination or curtailment of the business
relationship between AMS and any of its independent distributors, or (iv)
directly or indirectly, without the prior written consent of AMS, solicit,
entice, persuade or induce any individual or person who is an independent
distributor of AMS to terminate or refrain from continuing their independent
distributor relationship with AMS.
Xx. Xxxxx X. Xxxxxx April 22, 1996
J&K Pharmaceutical Laboratories Page 2
J&K has agreed to maintain strict confidentiality regarding our
relationship and not to disclose any information on this relationship without
our prior written approval.
If the foregoing accurately sets forth our agreement, please sign the
copy of this letter in the space provided and return it to me. We are looking
forward to a long and mutually rewarding association.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
XXXXX X. XXXXXXX
President
RPB:bms
The above terms and conditions are agreed to and affirmed by me Xxxxxxxx
X. Xxxxxxxxxx, Xx. and J&K Pharmaceutical Laboratories.
/s/ Xxxxx X. Xxxxxx DATE: April 23, 1996
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Xx. Xxxxx X. Xxxxxx
