-------------------------------------------------------------------------------
EXHIBIT 10.2
XXXXXXXX HEALTH TECHNOLOGIES, INC - NATUREWELL, INC.
(Formerly La Jolla Diagnostics, Inc.)
MARKETING AGREEMENT
The following Marketing Agreement between Xxxxxxxx Health Technologies, Inc.
and NatureWell, Inc. shall set forth the services provided and by Xxxxxxxx
Health Technologies, Inc. for marketing and sales of NatureWell Inc./La Jolla
Diagnostic, Inc.'s products MigraSpray and AllerSpray, as described in Part I.
Part II of this Marketing Agreement contains exclusivity, commissions, and
equity provided by NatureWell, Inc. to Xxxxxxxx Health Technologies in exchange
for the services described in Part I of this marketing agreement.
Part I. Agreements made on behalf of Xxxxxxxx Health Technologies, Inc to
NatureWell, Inc.
1. Xxxxxxxx Health Technologies, Inc. agrees to provide full broker
management and representation for the food, drug and mass channels of
distribution of NatureWell, Inc.'s MigraSpray and AllerSpray.
2. Xxxxxxxx Health Technologies also agrees to provide assistance in the
natural products and convenience store segments as well as wholesalers
NatureWell, Inc.'s MigraSpray and AllerSpray.
3. Xxxxxxxx Health Technologies, Inc. agrees to provide assistance in the
gathering and dissemination of market data to further the sales of NatureWell,
Inc.'s MigraSpray and AllerSpray.
4. Xxxxxxxx Health Technologies, Inc. will provide staffing of all trade
exhibits at shows, conventions and related events as part of an exclusive sales
Agreement for NatureWell, Inc.'s MigraSpray and AllerSpray.
5. Xxxxxxxx Health Technologies, Inc. will also provide periodic reporting
on all trade activities, market trends and sales activities, assistance in the
development of order processing mechanisms, and assistance in the development
of all forms of media advertising and in-store promotional programs.
6. Xxxxxxxx Health Technologies, Inc. will provide assistance in the
development of all sales literature, price sheets and technical information, as
well as, assistance in new product development and test marketing for
NatureWell, Inc.
-1-
-------------------------------------------------------------------------------
XXXXXXXX HEALTH TECHNOLOGIES, INC - NATUREWELL, INC.
(Formerly La Jolla Diagnostics, Inc.)
Part II. Agreements made on behalf of NatureWell, Inc. to Xxxxxxxx Health
Technologies, Inc.
1. All communication between NatureWell, Inc. and the broker and retail
community in regards to MigraSpray and AllerSpray must be routed through
Xxxxxxxx Health Technologies.
2. Exclusive representation in the market segments listed in Appendix A
will be provided to Xxxxxxxx Health Technologies, Inc. for MigraSpray and
AllerSpray by NatureWell Inc.
3. The duration of this Marketing Agreement shall have a 5-year duration
from the date of final acceptance by both parties.
4. Xxxxxxxx Health Technologies, Inc will be paid 10% commission on the net
amount of revenue from the sales of NatureWell, Inc.'s MigraSpray and
AllerSpray in the market segments specified in Appendix A of this Marketing
Agreement
5. NatureWell, Inc. will provide Xxxxxxxx Health Technologies Inc. with 1.5
million shares of common stock in NatureWell Inc./ La Jolla Diagnostics, Inc.
FOR: NATUREWELL INC
0000 XXXXXXX XXX., XXXXX 000
XX XXXXX, XX 00000
/s/ Xxx Xxxxxxx 11/03/00
--------------- --------
Xxx Xxxxxxx Date
FOR: XXXXXXXX HEALTH TECHNOLOGIES, INC.
X.X. XXX 000
XXXXXXXXX, XX 00000
/s/ Xxxx Xxxxxxxx 11/03/00
--------------- --------
Xxxx Xxxxxxxx Date
-2-
-------------------------------------------------------------------------------
XXXXXXXX HEALTH TECHNOLOGIES, INC - NATUREWELL, INC.
(Formerly La Jolla Diagnostics, Inc.)
MARKETING AGREEMENT
APPENDIX A
Food, drug and mass channels for both wholesale and retail outlets, according
to generally accepted standards of distribution in the U.S. Marketplace.
INITIAL:
__/s/ DB___
Xxx Xxxxxxx
__/s/ RM___
Xxxx Xxxxxxxx
-------------------------------------------------------------------------------
