HEALTHSAFE AGREEMENT
Between
BIOSHIELD TECHNOLOGIES, INC., a Georgia Corporation having a place of
business at 0000 X. Xxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000 (herein called
"BioShield");
and
HEALTHSAFE ENVIRONMENTAL PRODUCTS, INC., a South Carolina Corporation
having a place of business at 00 Xxxxxxxxx Xxxx, Xxxxxxxx 0, Xxxxxx Xxxx Xxxxxx,
Xxxxx Xxxxxxxx 00000 (herein called "HealthSafe").
1. Appointment of HealthSafe, Products.
BioShield hereby grants HealthSafe the exclusive and worldwide rights
for the sale of the Product for the end use designated in paragraph 3 of
Attachment II "Product Supplement" (hereinafter called "Product").
2. Obligations of BioShield.
BioShield agrees:
a. To supply HealthSafe with HealthSafe's annual requirements of
Product as set forth in paragraph 1 of Attachment II, "Product
Supplement", and such additional quantities as HealthSafe
desires to purchase and BioShield agrees to deliver.
b. To cooperate in a reasonable manner with HealthSafe's
representatives with regard to sales and service. HealthSafe
will reimburse BioShield for direct expenses incurred to
provide such assistance.
c. To make deliveries to HealthSafe or to HealthSafe's customers
from various shipping locations maintained by BioShield. All
shipping costs will be charged to your account.
d. The product shall be a finished product including all
packing in accordance with Paragraph IV of Attachment II. The
labeling and packaging shall be in accordance with all state,
federal and D.O.T. shipping requirements. HealthSafe shall
supply all necessary packaging and labeling at its cost.
3. Obligations of HealthSafe.
HealthSafe agrees:
a. To purchase from BioShield Product in the quantities as shown
as its Annual Requirements in paragraph 1 of Attachment II,
"Product Supplement." If less than 7500 pounds per order is
purchased BioShield shall have the right to adjust the price.
b. To use its best efforts in promoting the sale of Products, to
expand the markets, to maintain adequate inventories and
effective sales force and to provide prompt delivery service.
After the expiration of the third year and each year
thereafter, the annual requirement shall be 110% of the
previous year's purchases or the previous year's requirement,
whichever is greater.
c. To provide semi-annual sales forecasts and such other reports
as BioShield may reasonably request from time to time.
4. Representation and Warranties.
BioShield represents and warrants that it has applied for patents for
its antimicrobial technology and the product and is in the process of applying
for EPA Registrations and that it will prosecute such patents and registration
applications for the Product for the Restricted End Use with due diligence and
any failure to obtain such registrations shall not give rise to any claims
against BioShield for damages. The Products produced by BioShield shall be
produced in compliance with all applicable federal, state or local laws,
regulations and ordinances pertaining to their production and HealthSafe shall
sell products in accordance with federal, state and local laws.
BioShield represents that it has the production capacity to meet the
annual requirements set out in Attachment II.
The execution of this Agreement by BioShield has been duly authorized
by all necessary corporate action of BioShield and constitutes the valid and
binding obligation of BioShield. The execution of this Agreement by HealthSafe
has been duly authorized by all necessary corporate action of HealthSafe and
constitutes the valid and binding obligation of HealthSafe. BioShield represents
and warrants that it has the right to offer HealthSafe the exclusive rights set
out in Paragraph 1.
5. Insurance and Indemnification
HealthSafe shall at all times maintain in full force and effect, for
the benefit of itself and BioShield, general liability insurance coverage on its
operations, including broad form vendor's coverage and product liability
insurance. Said insurance shall be in the amount of not less than Two Million
Dollars ($2,000,000.00) for each accident or occurrence. At the inception of
this Agreement and annually thereafter, HealthSafe shall furnish BioShield with
a certificate of insurance evidencing that it has such insurance coverage in
force. Such insurance policy shall provide the insurance will not be canceled or
materially modified except upon thirty (30) days prior written notice to
BioShield.
BioShield shall at times maintain in full force and effect, for the
benefit of BioShield and HealthSafe, general liability insurance coverage on
BioShield's operations, including broad form vendor's coverage. Such insurance
shall be for an amount of not less than Two Million Dollars ($2,000,000,00) for
each accident or occurrence. At the inception of this Agreement and annually
thereafter, BioShield shall furnish HealthSafe with a certificate of insurance
evidencing that BioShield has such insurance coverage in force. Such insurance
policy shall provide that insurance will not be canceled or materially modified
except upon thirty (30) days prior written notice to HealthSafe.
HealthSafe shall defend and hold harmless against and from any and all
claims made against BioShield based upon, arising out of or in any way related
to, (1) the operation or condition of any part of any of HealthSafe's equipment,
(2) HealthSafe's conduct of its business, including representations and
warranties beyond those approved by BioShield, (3) HealthSafe's ownership or
possession of property, (4) any negligent act, misfeasance or nonfeasance by
HealthSafe or any of its agents, contractors, servants or employees and (5) any
and all reasonable fees, costs and expenses incurred by or on behalf of
BioShield in the investigation of or defense against any and all of the
foregoing claims. However, upon HealthSafe's notice to BioShield that HealthSafe
has assumed the defense of any legal action or proceeding, HealthSafe shall not
be liable to BioShield for any legal or other expense subsequently incurred by
BioShield in connection with the defense thereof. BioShield shall provide
HealthSafe with prompt written notice upon receipt of any such claim and
BioShield shall not settle any such claim without HealthSafe's prior knowledge
and consent.
BioShield shall indemnify and hold HealthSafe harmless against and from
any and all claims made against HealthSafe based upon, arising out of, or in any
way related to (1) defects in the product formula, processes, or specifications
and ingredients furnished by BioShield to HealthSafe, (2) the conduct of
BioShield's business, (3) BioShield's ownership or possession of property, (4)
any negligent act, misfeasance or nonfeasance by BioShield or any of its agents,
servants, or employees, (5) BioShield's breach of any of its representations,
warranties or covenants made herein, and (6) any and all reasonable fees, costs
and expenses, including without limitation, attorneys' fees incurred by or on
behalf of HealthSafe in the investigation of or defense against any and all the
foregoing claims. However, upon notice to HealthSafe that BioShield has assumed
the defense of any legal action or proceeding, BioShield shall not be liable to
HealthSafe for any legal or other expense subsequently incurred by HealthSafe in
connection with the defense thereof. HealthSafe shall provide BioShield prompt
notice of receipt of any such claim and HealthSafe shall not settle any such
claim without BioShield's prior knowledge and consent.
6. Shipments and Payment.
Times and amounts of individual shipments will be established by
HealthSafe's purchase orders. HealthSafe agrees to order in approximately equal
monthly quantities with an initial stock order of 7500 pounds to be placed by
_______________, 1997. BioShield will make shipment as requested by HealthSafe.
Title to and risk of loss of Product shall pass to HealthSafe at point of
shipment.
BioShield shall promptly fill purchase orders upon deposit of
Fifty (50%) of the purchase price with BioShield, the balance to be
payable within thirty days of receipt of goods. BioShield will drop
ship the order to HealthSafe's or HealthSafe's customers. All handling
and shipping charges shall be billed to HealthSafe and be payable in
fifteen (15) days.
7. Price.
HealthSafe agrees to pay for all Product shipped by BioShield hereunder
the prices shown in Attachment II, "Product Supplement." The parties agree to
negotiate a quantity price reduction when purchases exceed 30,000 pounds
annually. BioShield shall have the right to raise prices in an amount equal to a
direct increase of BioShield's Cost of Goods Sold, on the first day of any month
upon written notice, mailed no less than fifteen (15) days prior to the
effective date. All sales terms are FOB (as defined in INCOTERMS 1990, ICC
Publication No. 460) BioShield's manufacturing facility unless otherwise noted.
For shipments outside of the United States, title to Product will pass to
HealthSafe immediately upon entering the foreign country of destination.
8. End use.
Determination of the suitability of BioShield Products purchased under
this Agreement for the uses contemplated by HealthSafe for the Products is the
sole responsibility of HealthSafe and BioShield will have no responsibility in
that connection. HealthSafe acknowledges that it has tested BioShield Products
to its full satisfaction and has independently determined their suitability for
the uses intended by HealthSafe.
9. Term.
The Agreement shall continue in effect for a period of three (3) years
from the date hereof and thereafter for successive three (3) year terms, unless
terminated for cause as set out herein, up to a maximum of twenty years.
10. Termination by HealthSafe.
If HealthSafe at any time determines that BioShield has failed to
perform any of its obligations hereunder, HealthSafe may notify BioShield in
writing, specifying the nature of such failure and the section of this Agreement
imposing the obligations, whereupon BioShield shall have sixty (60) days within
which to remedy the failure. If BioShield fails to remedy the failure,
HealthSafe may give further notice to BioShield terminating this Agreement
effective as of the date indicated in such further notice.
11. Termination By BioShield.
BioShield may terminate this Agreement upon the occurrence of one or more of the
following events, by giving written notice to HealthSafe that the Agreement is
terminated as of the date of such notice.
a. In the event HealthSafe shall but for an event constituting
force majeure, fail to purchase the annual quantities set out
in Attachment II.
b. HealthSafe shall fail materially to perform any of its
obligations under this Agreement, and such material failure is
not corrected within sixty (60) days after HealthSafe's
receipt of written notice specifying (1) the nature of such
material failure, (2) the particular numbered Section of this
Agreement setting forth the obligation, and (3) the specific
act or acts BioShield contends would, if undertaken by
HealthSafe, correct such failure.
12. Termination By Either Party.
This Agreement shall terminate at the option of and upon written notice
by either party (who shall not be the party with respect to whom the event has
occurred) effective as of the date of the occurrence of any of the following
events:
a. The insolvency of either party; the voluntary filing by or, if
not dismissed within sixty (60) days, the filing against
either party of a petition in bankruptcy or a petition for
reorganization; any assignment by either party for the benefit
of creditors; the appointment of a receiver or a trustee for
either party; or the placement of either party's assets in the
hands of a trustee or receiver; or
b. The permanent discontinuance of all of either party's business for
any reason.
13. Events Following Termination.
The following shall occur upon the expiration or termination by either
party of this Agreement:
a. All rights, licenses and privileges granted to HealthSafe
under this Agreement shall immediately cease and terminate,
except as specifically preserved, extended or imposed by a
provision of this Agreement.
b. The exclusive right and license to market the product under
this Agreement shall terminate, provided, however, that
HealthSafe shall continue to have the right to purchase the
Product on a non-exclusive basis for the same price and terms
of other like customers.
c. Any indebtedness of either party to the other not already due
shall become immediately due and payable as of the effective
date of termination of this Agreement for any reason. In no
event shall either party be liable for any debts of
the other party to its customers or its other creditors,
except as otherwise provided in this Agreement.
14. Non-Disclosure and Non-Competition.
HealthSafe is, or will be, in the business of selling and distributing
the product under the terms of this Agreement. BioShield is in a position of
trust and confidence and has been entrusted with considerable knowledge,
information, contacts, procedures, trade secrets, and techniques of a private,
valuable and confidential nature by HealthSafe, all of which are acknowledged by
both parties to be of such material and valuable nature that any breach of any
single term of this agreement to anyone not an employee or subcontractor of
HealthSafe shall be deemed a material breach hereof.
BioShield agrees that for the duration of this Agreement with
HealthSafe and for three (3) years from the date of termination of this
Agreement, BioShield shall not disclose or divulge to anyone any such
information or matters affecting or relating to the business of HealthSafe which
may adversely affect its conduct, operation and goodwill, including, but not
limited to customer names, addresses and their particular needs and
requirements, and any information relative to business plans and procedures,
prices charged for products or services, and commissions or salary structure.
This Agreement shall not prevent BioShield from disclosing such matters which
further and benefit the business of HealthSafe, but which in no way functions to
benefit actual or potential competition of HealthSafe.
During the period of this Agreement, BioShield agrees that it shall
not, directly or indirectly
a) sell or distribute the Product to any entity which markets,
distributes, and/or solicits orders for any of the same
products or services as HealthSafe sells from any of
HealthSafe's former, current, or prospective customers,
provided, however, that BioShield is not prohibited from
soliciting customers for the sale of goods or services other
than the Product for the Restricted End Use, or;
b) induce or influence, or seek to influence any other person
employed by HealthSafe to terminate his employment or to
otherwise participate in a business activity which is
competitive to HealthSafe's business.
HealthSafe agrees that for the duration of this Agreement with
BioShield and for three (3) years from the date of termination of this
Agreement, HealthSafe shall not disclose or divulge to anyone any such
information or matters affecting or relating to the business of the BioShield
which may adversely affect its conduct, operation and goodwill, including, but
not limited to customer names, addresses and their particular needs and
requirements, and any information relative to business plans and procedures,
prices charged for products or services, and commissions or salary structure.
This Agreement shall not prevent HealthSafe from disclosing such matters which
further and benefit the business of the BioShield, but which in no way functions
to benefit actual or potential competition of the BioShield.
During the period of this Agreement, HealthSafe acrees that it shall
not, directly or indirectly
a. sell or distribute any antimicrobial product or service
itself, or to any entity which markets, distributes, and/or
solicits orders for any antimircrobial products or services as
BioShield sells from any of BioShield's former, current, or
prospective customers, provided, however, that BioShield
continues to use its best efforts to research and develop
antimicrobial products associated with the control of
microbes, or;
b. induce or influence, or seek to influence any other person
employed by the BioShield to terminate his employment or to
otherwise participate in a business activity which is
competitive to the BioShield's business.
The same products and services that HealthSafe sells shall be defined
as the Product for the Restricted End Use. These provisions do not prohibit the
sale of the Product pursuant to the terms of this Agreement.
In the event this Agreement is terminated, for any reason, BioShield
agrees to deliver up all models, samples, vendor promotional or pricing
information, equipment, documents, and customer lists, or any other thing,
document, or information obtained on behalf of HealthSafe's business, which may
be in BioShield's actual or constructive possession and control.
In the event this Agreement is terminated, for any reason, HealthSafe
agrees to deliver up all models, samples, vendor promotional or pricing
information, equipment, documents, and customer lists, or any other thing,
document, or information obtained on behalf of BioShield's business, which may
be in HealthSafe's actual or constructive possession and control.
15. General.
The General Terms and Conditions set forth in Attachment I attached are
incorporated herein by reference.
16. Tradename.
BioShield grants HealthSafe the right to distribute the products under
HealthSafe's tradename "GermArrest Microbe Defensive System" or any other
tradenames established by HealthSafe which are approved by BioShield for the
sale of the product and further agrees that such tradenames shall be exclusively
owned and used by HealthSafe.
ATTACHMENT I
General Terms and Conditions of HealthSafe Agreement
A. Nothing in this Agreement shall be construed as conferring a
right to use in advertising, publicity, or otherwise any
trademark, trade name, trade dress, or trade designation of
BioShield.
B. HealthSafe shall be for all purposes an independent
contractor, and not an employee or agent of BioShield.
HealthSafe may not bind on any matter. HealthSafe assumes full
responsibility for, and will hold BioShield harmless against,
all payments required by any authority for, to or on behalf of
HealthSafe's employees or agents. HealthSafe is not authorized
or empowered in any manner to accept service or other notice
addressed to in any manner upon BioShield or submitting
BioShield to the jurisdiction of any court or government
agency whatever.
C. Failure of HealthSafe to order or to take, or of BioShield to make, any one
or more deliveries, if occasioned by any cause beyond the reasonable control of
either of said parties of any nature, character, or kind whatsoever, shall not
affect the remainder of this Agreement, nor subject the one so failing to any
liability to the other because thereof and, HealthSafe may purchase else where
the product required by it during the period or periods of BioShield's failure
to make deliveries if occasioned by any such cause or causes. Without limiting
the liability of the foregoing languages, such causes shall include: fire,
storm, flood, act of God, war, explosion, sabotage, strike or other labor
trouble, shortage of labor and/or raw materials, utilities, fuel and/or energy,
embargo, car shortage, accident, expropriation of plant, Product and/or raw
materials in whole or part by Federal or State authority, inability to secure
machinery and/or other equipment for the manufacture of Product, acts of the
Federal Government, any State or local Government, or any agency thereof and,
any other like cause interfering with the production, transportation or
consumption of Product.
D. In the event of a shortage or anticipated shortage of Product and/or delay in
shipment or delivery occasioned by any of the causes before mentioned or any
like causes, BioShield will endeavor to allocate equitably the available Product
among its customers and HealthSafe's, to BioShield's own internal use and to the
use of its affiliates. In the case of a shortage or anticipated shortage of
labor, raw materials, utilities, fuel or energy. BioShield will endeavor to
allocate equitably the available labor, raw materials, utilities, fuel and
energy to use in the product covered by this contract to BioShield's own
internal use, to the use of its affiliates and to the use in other products. The
equity of any such allocations made by BioShield in the exercise of its
discretion shall be conclusive and binding upon HealthSafe. BioShield shall not
be obligated to make up any deficiencies hereunder due to any such cause except
by written mutual agreement of the parties hereto.
E. HealthSafe agrees that it will supply to all of its customers Product
information which impacts upon the medical, safety, and environmental aspects of
handling, storing and using such Products. Such information includes material
safety data sheets, product specification bulletins and other information
appropriate to the customer's specific operations. HealthSafe further agrees to
place proper BioShield, or BioShield approved, labels on drums filled by
HealthSafe, on HealthSafe's storage tanks and to recommend that its customers
for Products use such labels on all of their drums and storage vessels.
HealthSafe will also supply additional information for safe and legal shipping
as needed by his customers for Product.
F. If shipment is made in tank cars or tank trucks furnished by
BioShield, HealthSafe will unload said shipments promptly
after placement by carrier and no reconsignment of BioShield's
tank cars or tank trucks shall be made by HealthSafe without
the written consent of BioShield. Tank cars or tank trucks
held by HealthSafe in excess of BioShield's published schedule
of demurrage free time will be subject to demurrage at rates
in Attachment II hereto.
G. BIOSHIELD MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING NO WARRANTY OF MERCHANTABILITY, EXCEPT THAT THE
PRODUCT SOLD HEREUNDER SHALL BE FROM BIOSHIELD'S STANDARD
PRODUCTION THEREOF AND MEET BIOSHIELD'S PUBLISHED
SPECIFICATION; AND, HEALTHSAFE ASSUMES ALL RISK AND LIABILITY
FOR RESULTS OBTAINED BY THE USE OF THE PRODUCTS COVERED BY
TFHS AGREEMENT, WHETHER USED SINGLY OR IN CONJUNCTION WITH
OTHER MATERIALS.
H. NO CLAIM OR ANY KIND, WHETHER AS TO THE PRODUCT DELIVERED OR
FOR NON-DELIVERY OF THE PRODUCT, OR OTHERWISE, SHALL BE
GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE PRODUCT IN
RESPECT OF WMCH SUCH DAMAGES ARE CLAIMED; AND, FAILURE TO GIVE
NOTICE OF CLAIM WITHN THRTY (30) DAYS FROM DATE OF DELIVERY,
OR THE DATE FIXED FOR DELIVERY, RESPECTIVELY, SHALL CONSTITUTE
A WARVER BY HEALTHSAFE OF ALL CLAIMS WITH RESPECT THERETO. IN
NO EVENT WILL BIOSHIELD BE LIABLE FOR LOSS OF PROFITS OR
INCIDENTAL OR CONSEQLTENTIAL DAMAGES OF HEALTHSAFE OR
HEALTHSAFE'S CUSTOMERS.
I. Any increase of the costs to manufacture, or to store, transport or handle at
BioShield's or its affiliates' facilities, either the products sold hereunder or
materials used in the manufacture of products sold hereunder, whether paid by
BioShield or an affiliate and caused by any increase in existing, or the
imposition of any new taxes, excises, duties, environmental, superfund (excise),
or other governmental charges of any kind (imposed by any national, state or
municipal Government or any agency or political subdivision thereof shall be
added to the sales price and paid by HealthSafe. Further, any taxes, excises,
duties, environmental, superfund (excise), or other governmental charges of any
kind imposed upon the sale or purchase, transportation loading or off-loading,
storage, importation or use of products sold hereunder, or any services rendered
in connection thereof, shall be paid by HealthSafe. Each party shall, however,
be responsible for income, franchise, gross receipts, occupational, ad valorem
property, AMT superfund, and other similar levies imposed on its income or fixed
assets, as well as any interest, penalties or fines incurred in connection with
a tax or other levy that is for that party's account hereunder, unless such
interest, penalty or fine is the result of the fault or neglect of the other
party. HealthSafe shall furnish to BioShield all exemption certificates for
which it is entitled or authorized to issue with respect to any tax imposed on
the manufacture, sales, purchase, transportation, handling or use of the product
sold hereunder.
J. Failure or delay by either party to insist on the strict
performance of any covenant, term, provision or condition
hereunder, or to exercise any option herein contained, or to
pursue any claim arising herefrom, will not constitute or be
construed as a waiver of such covenant, term, provision,
condition, option, claim or right. Any waiver by either party
will not constitute or be construed as a waiver of such
covenant, term, provision, condition, option, claim or right.
Any waiver by either party will not constitute or be construed
a continuing waiver of any subsequent default.
K. This Agreement shall not be transferred or assigned by either
party without the written consent of the other party, except
that the parties may transfer or assign this Agreement to a
subsidiary or affiliate, or to a successor to the portion of
the business covered by this Agreement.
L. Notice to either party under any provision of this Agreement
shall be deemed good and sufficient if sent by registered or
certified mail to the last known post office address of such
party, and shall be effective upon the date of such mailing,
otherwise on receipt.
M. This Agreement shall be construed in accordance with the laws of the
State of Georgia.
N. This Agreement constitutes the entire contract between the parties concerning
sale or purchasing of Product. Any previous agreements or representations
including those covering credit terms, freight allowances and waivers of any
other standard charges, are hereby declared void. Any modification of or
addition to this Agreement must be expressly agreed to by the parties in
writing, and may not be effected by purchase order, sales confirmation,
acknowledgment or similar forms; provided, however, that BioShield may from time
to time modify Attachments I, II and/or III, which Attachments are incorporated
into this Agreement by reference, and the modified terms and conditions of said
Attachments will apply to this Agreement, from and after the date set forth in
the notice of modification.
O. This Agreement maybe terminated at anytime if BioShield is
effectively prevented from utilizing or selling its products
including the Product any action of federal, state or local
law, statute, ordinance or regulation, including restriction
or withdrawal of registration of BioShield products by any
government agency, EPA in particular. Such action shall not
give rise to any claims against BioShield for damages
whatsoever.
ATTACHMENT II
PRODUCT SUPPLEMENT
Annual Quantities and Prices.
Price: $44.00 per pound
1st year: 30,000 pounds
2nd year: 60,000 pounds
3rd year: 90,000 pounds
2. Product.
BioShield AM36.01 and any formula that has not been diluted to a 1%
solution or greater for the Restricted End Use set out in Paragraph 3
below. The Product shall also include any antimicrobial concentrate
that is produced by BioShield now or in the future, that may be
applicable to the Restricted End Use, including any improvements to the
current product, regardless of the formula or patents for such new or
improved product.
3. Restricted End Use of BioShield Products.
Commercial/Residential Building Restoration Industry.
Product use: Applied before or after building disasters (floods, fire,
water damage, etc.) on exterior and interior surfaces (walls, ceilings, carpets,
furnishings, ducts, HVAC's for the prevention and control of microbial
contaminant (bacteria, fungi, molds, mildew, algae, etc.). Exclusive rights to
cover applications for large volume coverage utilizing the concentrate product.
Medical Markets
Product use: Applied to large interior surface areas of the prevention
and control of health related illnesses (breathing disorders, dizziness,
congestion, headaches, eyewatering, etc.), caused from exposure to microbial
germs. Marketing will be focused toward individuals (20% of the World
Population) that suffer from exposure to these contaminants. Sales for the
product will be recommended by physicians and sold by companies operating in the
indoor environmental arena. Target markets will include residential homes,
hospitals, schools, government buildings, etc.
Application: Same as above.
4. Packing/Labeling.
Packaging Sample by: Bottle specs: 8oz. - white round
Item #04230CKS
Inmark, Inc. HDPE - (24-410) - 405/cs.
000 Xxxx Xxxxx
X.X. Xxx 00000 Xxx: Black - Lined
(000) 000-0000 No specs. yet
Label: 3 options
Black Lettering/White Label
Black Lettering/Clear Label
White Lettering/Black Label
ATTACHMENT III
BioShield's Limited Warranty
IN WITNESS WHEREOF, we have hereunto set our hands and seals this 27th
day of February, 1997.
WITNESS: BIOSHIELD TECHNOLOGIES, INC., a
Georgia Corporation
\s\ Xxxx X. Xxxxx By: \s\ Xxxxxxx X.
Xxxxx
\s\ Xxxx X. Xxxxx Attest: \s\ Xxxxxxx
Xxxxxxx
HEALTHSAFE ENVIRONMENTAL PRODUCTS, INC. a South Carolina Corporation
\s\ Xxxxxx X. Xxxxxx By: \s\Xxxxx X. Xxxxx
Xxxxx, X. Xxxxx, CEO
\s\ Xxxxxx X. Xxxxxx By: \s\ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Assistant Secretary
