SKR
Resources, Inc.
GUMTECH INTERNATIONAL, INC.
MEDIA TRADE PROGRAM
This agreement, when executed by both parties shall form a mutual sales
agreement between, Gumtech International, Inc. (hereinafter referred to as
"GTI"), with offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇
and SKR Resources, Inc. (hereinafter referred to as "SKR"), with offices at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ upon the following terms and conditions;
1 SKR agrees to pay GTI $438,120.00 for the products as defined in Schedule
A, and GTI agrees to purchase $438,120.00 in trade credits from SKR.
2. Upon the effective date of this agreement, GTI hereby sells, identifies
and transfers title to SKR $438,120.00 in product as listed on the attached
Schedule A (which list is included herein by reference as if fully set out
verbatim and shall constitute a ▇▇▇▇ of sale for the goods. The product sold by
GTI hereunder is new, first quality merchandise and shall be subject to GTl's
regular warranties and guarantees, including, but not limited to, the implied
warranty of merchantability. GTI represents it is the true and lawful owner of
the products sold herein by it, the products are free of any liens or
encumbrances. GTI shall indemnity and hold SKR harmless from any product
liability claim, whenever raised, including reasonable attorney's fees, arising
out of or in connection with the manufacture, sale and/or use to the products
herein sold to SKR. SKR must approve in writing the settlement of any claim made
against SKR.
3. In full payment for its purchase hereunder, SKR hereby establishes a
trade credit for the benefit of GTI in the amount of $438,120.00. The trade
credit shall be utilized and reduced in accordance with the terms and conditions
of this agreement. All placements of orders against the trade credit shall be
subject to (1) each supplier's standard terms and conditions, and (2) where
applicable, the terms and conditions of the contracts between SKR and the
suppliers, including, but not limited to, restrictions on trade credit sales to
customers with a cash purchase history.
4. GTI will be given a shipping address from SKR upon request within five
(5 days written or verbal by GTI. GTI shall, at its expense, insure all of the
products in an amount equal to their total price to SKR and shall, upon request,
furnish to SKR satisfactory evidence of such insurance. GTI shall provide the
product F.O.B. - Edison, New Jersey in accordance with SKR's orders within ten
(10) days of any such order, and provide SKR proof of shipment immediately upon
shipping the requested products, including, without limitation, bills of lading
and packing lists. There shall be no restrictions on the resale of product(s) by
SKR, with the exception that SKR cannot offer the product for sale into first
tier drug retailers (i.e.: Eckered, CVS, Osco Drug) or any first tier food
retailers (i.e.: Dillions, Food Lion or Pathmark).
SKR
Resources, Inc.
5. GTI may utilize its trade credit to purchase network television, spot
television, spot and/or network cable television, spot radio, consumer and/or
trade magazines, out of home media, in-store advertising, goods and/or services
on a part cash/part trade basis, with the cash portion not to exceed fifty
percent (50%), at rates that are defined in paragraph 5a. The agreed to rate(s)
for media, goods and/or services shall be deducted from GTI's trade credit upon
utilization by GTI. GTI shall advise SKR of its spot radio, spot television,
spot and/or network cable television, consumer and/or trade magazines, out of
home media, in-store advertising, goods and/or services requirements and, where
possible, SKR will offer to provide them from SKR's inventory. GTI shall notify
SKR of the acceptance of any quote and shall be free to elect or not to elect to
place any particular order after receiving the quotation price from SKR.
5a. The media costs that will be charged to GTI are based on the following
fuidelines.
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MEDIUM RATE CASH USAGE CREIDT USAGE
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Print SRDS Net $50.00 $50.00
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Spot TV SQAD $50.00 $50.00
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National Cable SQAD $50.00 $50.00
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6. SKR shall invoice GTI for all placements hereunder and shall provide
affidavits of performance or other appropriate documentation of performance. GTI
agrees to notify SKR, in writing, of the use of the credit GTI desires not less
than forty-five (45) days in advance of the date requested for performance.
7. GTI shall indemnify and hold SKR harmless from any and all claims,
losses, damages, liabilities or expenses, including reasonable attorney's fees,
resulting from, arising out of or in connection with the reproduction, broadcast
or publication of any advertising delivered to any third party by SKR upon the
request of GTI or it agents.
8. This agreement is a final, complete and integrated expression of the
contract between the parties and no representations, promises or statements were
made or relied upon either party other than those contained herein. Any
alterations to this agreement must be in writing, signed and accepted by both
parties. Any waiver by a party of any of its rights or remedies hereunder shall
not be deemed a waiver of any other right or remedy hereunder nor shall the
failure or delay in demanding a right or exercising a remedy hereunder
constitute a waiver of any right or remedy. Should any provision of this
agreement be deemed invalid, the same shall not be considered to invalidate the
entire agreement, but only that particular clause involved.
9. This agreement may not be assigned by one party hereto without the
express written consent of the other, which consent shall not be unreasonably
withheld. The undersigned hereby warrant that they have the express and
unqualified authority to bind their respective corporations to this agreement.
SKR
Research, Inc.
10. This agreement does not constitute either party a partner, agent or
joint venturer of the other party. The parties hereby are independent
contractors each to the other, and neither party shall have, nor represent that
it has, any power, right or authority, assumed or implied, on behalf of the
other except as herein set forth.
11. This agreement shall be governed and construed in accordance with the
laws of the State in which the plaintiff files suit. The parties do hereby
consent to the jurisdiction and venue of the courts located in which the
plaintiff files suit to hear and decide any disputes arising out of or in
connection with this agreement. Any notices to be given under this agreement
shall be sent certified mail, return receipt requested, or delivered in person
to the addresses set forth herein for GTI and SKR or at such addresses as each
may designate.
12. This agreement shall remain in full force and effect for thirty-five
(35) months after the approval by SKR and, upon request in writing, prior to the
expiration of the original term, GTI may extend the agreement for an additional
twelve- (12) months. Upon expiration of the original or extended term, any
remaining trade credit then owed GTI shall be null and void and of no further
effect.
13. This agreement may be executed in one or more counterparts, each of
which shall be deemed an original.
14. This agreement shall not become effective unless and until it is
accepted and approved by a duly authorized officer of SKR. Upon such acceptance
and approval, a fully executed copy of this agreement shall be returned to GTI
for its files.
ACCEPTED & APPROVED: ACCEPTED & APPROVED:
/s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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SKR Resources Inc. Gumtech International, Inc.
5-27-97 5-28-97
-------------------------- -------------------------------
DATE DATE
SKR
Resources, Inc.
SCHEDULE A
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▇▇▇▇ OF SALE
------------
Pursuant to and in consideration of the execution of the attached Agreement
between GTI and SKR, GTI does hereby sell, convey and transfer title to SKR the
personal property listed below and described as follows:
PRODUCT UNITS TOTAL VALUE
------- ----- -----------
Denta Health (box) 1,000 master cases $215,280.00
UPC 7-3221601312-2 @ $215.28 per master
Item # 163246
Denta Health (60 pc. bottle) 1,000 master cases $114,960.00
UPC - 7-3221668169-7 @ $114.06 per master
Item # 166796
Denta Health (120 pc. bottle) 1,000 master cases $107,880.00
UPC - 7-32216670424 @ $107.88 per master
Item # 166799
TOTAL PURCHASE PRICE: $438,120.00
Product type and mix will be adjusted on shipping request.
TO HAVE AND TO HOLD the same unto SKR, its successors and assigns forever.
GTI does for itself, its successors and assigns, covenant and agree with
SKR to warrant and defend the title to the goods against the claims of any and
all person or persons claiming through GTI whomsoever.
IN WITNESS WHEREOF, GTI has caused this Schedule A/▇▇▇▇ of Sale to be
executed by a duly authorized of this _________ day of___________________, 1997.
Gumtech International, Inc.
BY: /S/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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TITLE: Exec. V.P. of Operations
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