Exhibit 10.2.2
AGREEMENT
This Agreement dated October 10, 2003 by and between Nu Age Electric Inc. (Nu
Age) whose address is 000 Xxxxxxx Xx., Xxxxx, Xx. 00000, xxx Xxxxxxx President
and Hero/Majestic Auto Limited (Hero/Majestic) whose address is X-00 Xxxxx
Xxxxx, Xxxxxxxx-000000 Xxxxx, Xx. X.X. Xxxxxx Managing Director, wherein the
parties agree to the following:
1) Nu Age is supplying to Hero/Majestic one Nu Age electric powered "mini
motocycle with drawings and spec information Nu Age has also delivered to
Hero/Majestic the pictures and spec information for a vehicle called the Nu Age
"Lowboy Sport Secret". The Nu Age engineers have designed and developed working
proto type models of these two units and hold "proprietary rights" for these
vehicles.
2) Nu Age has developed a very serious interest for these vehicles with a major
USA cycle distributor of Nu Age, SIC LLC/GEN - X Group (SIC Group) for the USA
markets.
3) Nu Age and hero/Majestic agree to jointly engineer build and test a number of
proto type working models of these vehicles to the satisfaction of Nu Age,
Hero/Majestic and SIC Group.
4) Nu Age agrees to provide a co-operation between the engineers of Nu Age and
the engineers of Hero/Majestic to build these working proto type models for
testing and demonstration purposes.
5) Nu Age agrees to provide all of the required electric propulsion system to
assemble on these vehicles for testing and demonstrations. Hero/Majestic will
only be responsible to build out the frames and body styles under the
specifications determined for these vehicles. Hero/Majestic may also be required
to assemble the "electric propulsion system" onto the vehicles in India under
specific instructions by the engineers of Nu Age for the testing of these
vehicles by Hero/Majestic in India.
6) Hero/Majestic will use their engineering skills successful build these
working proto type models and delivery a portion of these models to Nu Age in
the USA for such testing and demonstrations by Nu Age and the SIC Group.
Nu Age. Hero/Majestic Agreement 10.09.03 page 2 of 4
7) Hero/Majestic will deliver to Nu Age a cost breakdown for their manufacturing
and or any assembly costs for their portion of the development of these
vehicles. This price will include the expected profit by Hero/Majestic and will
be the cost for Nu Age to purchase these vehicles by Nu Age for delivery to the
SIC Group. These costs may vary depending on the volume order for the delivery
of these vehicles by Nu Age.
8) Upon the building and successful testing and acceptance of the price of these
proto type vehicles by the parties, Nu Age fully expects that SIC Group will
enter into an agreement with Nu Age for the delivery of up to 10,000 units of
each of these vehicles each month for the first year of sales.
9) It will then be the responsibility of Nu Age and Hero/Majestic to immediately
gear up to provide sufficient quantities of materials to build out these units
on this volume order basis.
10) Nu Age has additional electric powered toys in various development states
and agrees to have delivered to Hero/Majestic all of these units and any future
additional units for the arrangement of the same development schedule between
the parties. These arrangements will continue on an "on going" basis as long as
the parties believe their mutual arrangements are providing a successful venture
together. In the event either party wishes to discontinue this relationship a
30-day written notice will be delivered to the other party detailing their
actions.
11) It is imperative that Nu Age secure a reliable, qualified, very capable
manufacturing partner who can perform all of the strenuous requirements for the
successful manufacturing and delivery of our products, both in quality and
quantity and at a reasonable cost, such that we can be very competitive and
successful in the marketing of these great new products both into the USA
markets and worldwide.
12) Nu Age firmly believes that this partner must be Hero.
13) All discussions, contracts and agreements between Nu Age and Hero will be
arranged by and through the Nu Age associated company, Saphire Associates of
India.
Nu Age. Hero/Majestic Agreement 10.09.03 page 3 of 4
Points of Contact for all communication pertaining to this Agreement, and
subject to change upon written notice:
For: NU AGE, Inc.
NU AGE, Inc.
000 Xxxxxxx Xxxxx
Xxxxx, XX 00000
U. S. A.
ATTN: Xxx Xxxxxxx
President
Phone: 000-000-0000
Fax: 000-000-0000
e-mail: Xxxx@xxx.xxx
For Hero/Majestic Auto Limited
X-00, Xxxxx Xxxxx
Xxxxxxxx - 000000
Xxxxx
ATTN: X.X. Xxxxxx
Managing Director
Phone: 0000-000-0000000 Ext. 237
Fax: 0000-000-0000000, 2673827
e-mail: xxxxxxxx@xxxxxxxxxxxx.xxx
This Agreement shall be binding upon the successors and assigns of the Parties
and inure to the benefit of their successors and assigns. No oral agreement,
statement, or representation shall alter its provisions.
This Agreement, which shall be governed by the laws of the State of California,
represents the complete and exclusive understanding of the Parties pertaining to
the disclosure of Information. Only a mutually executed writing may amend it.
If any provision of this Agreement shall be held invalid in a court of law, the
remaining provisions shall be construed as if the invalid provision were not
included in this Agreement.
Nu Age. Hero/Majestic Agreement 10.09.03 pages 4 of 4
IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by
their duly authorized representatives.
Nu Age, Inc
/s/ Xxx Xxxxxxx
By: Xxx EastmanPresident
Hero/Majestic Auto Limited
/s/ X.X. Xxxxxx
By X. X. Xxxxxx
Managing Director
Saphire Associates of India
/s/ Xxxxxxxx X. Xxxxx
Managing Director
