EXHIBIT 10.4
March 11, 2003
Xx. Xxxxx Xxxxxx Xxxxxxxxx, Inc.
000 X. Xxxxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
RE: PARENTECH KOREA
ADDENDUM TO MARKETING & DISTRIBUTION AGREEMENT
Dear Xxxxx:
As discussed, I am writing to confirm our discussion of January 24, 2003
regarding the purchase and lease of the Nature's Cradle mechanism (the
"Mechanism") from Parentech, Inc. for purposes of distribution in Korea. This
Addendum and the terms contained herein are an essential part of the
Distribution Agreement executed on March 11, 2003.
Per our meeting, you confirm that pricing for the Mechanism will be provided to
Parentech Korea, Inc. or it's assignee (together "PTK") at cost for products
delivered during the first six months ("Initial Order") from the effective date
of the Marketing and Distribution Agreement dated March 11 between Parentech and
PTK (the "Agreement"). The cost of Mechanisms pursuant to the Initial Order
shall not exceed US$299.00 per unit for Home Mechanisms (including Bassinet Tub,
Bassinet Pad, Bassinet Liner and Bolster System), and US$339.00 for Hospital
Mechanisms (including Hospital Tub, Pad, and Cart/Stand).
We have, in principal, agreed to issue a Letter of Credit ("LC") for the benefit
of Parentech's designated manufacturer of the Mechanism for individual shipments
exceeding 500 units per calendar quarter. LC's shall be issued for those units
ordered for purposes of sale to end users. Additionally, Parentech shall provide
a letter of guarantee to PTK for the total amount of the LC secured by
Mechanisms which have been delivered to PTK but remain unpaid, and other such
security as the parties may agree. This practice shall continue until such time
as Parentech has established sufficient credit terms with its manufacturer or
for 1 year, whichever is earlier.
Parentech shall, at PTK's request, arrange meetings, tours and a review of its
manufacturer and it's facilities. In the event PTK determines such manufacturer
is unfit to provide Mechanisms as provided in the Agreement, PTK will assist in
providing substitute manufacturers for the Mechanism, and Parentech shall
consider such substitute manufacturers in good faith. In the event PTK or its
designated manufacturer manufactures Mechanisms, PTK shall pay to Parentech a
royalty of $85.00 per manufactured Mechanism to be paid not more than 60 days
after such Mechanism is available for sale or rental to PTK's customers.
Acknowledged and Accepted as of the signature date below.
PARENTECH KOREA, INC. PARENTECH, INC.
By: By:
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Young X. Xxx, President & CEO Xxxxx Xxxxxx, President
Date: Date:
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