Exhibit 10.16
CO-OPERATION AGREEMENT
Helween
OrganiTech USA Inc. hereinafter "the company"
and
Agronaut Pte Ltd. hereinafter "the distributor"
on the day of our Lord August 27th, 2002 in Singapore
Whereas: the parties had been cooperating for more than 2 years.
And whereas: the parties desire to continue and extend their co-operation.
The parties herein agree as follows:
SALES AND MARKETING RIGHTS
1. EXCLUSIVE RIGHTS
Agronaut will be given exclusive rights to the following countries:
Singapore, Malaysia, Thailand, Indonesia, Brunei, The Philippines, Vietnam
Laos, Myanmar, Kampuchea, East Timor, Korea and Taiwan. Rights for
Singapore will be valid for ten (10) years and the rest of the countries
six (6) years. Non-exclusive rights in the rest of Asia.
Agronaut is committed to sell Organitech's machines/systems to the
countries with exclusive rights, for at least 6% of the total world-wide
sales by Organi-Tech to retain exclusivity.
The price of the machines/systems from the Company to the Distributor will
be determined by the Company on a case-to-case basis. The distributor can
determine selling price to the customer. Both parties agree to hold in
strictest confidence all prices quoted to the distributor by the company.
NON-EXCLUSIVE RIGHTS - OTHER ASIAN COUNTRIES
Within a three years period from the signing of this agreement the company
cannot appoint any other distributor/s, except Agronaut, as the sole agent
for the non-exclusive territory with compensation to Agronaut. The company
and the distributor will agree on the
compensation jointly. In case an agreement on this matter could not be
reached, both parties will abide by the division of a jointly approved
arbitrator.
The price of the machines/systems from the Company to the Distributor will
be determined by the Company on a case-to-case basis. The distributor can
determine selling price to the customer. Both parties agree to hold in
strictest confidence all prices quoted to the distributor by the company.
3. Option to purchase machines at cost
Agronaut has the option for eight months upon the signing of this
agreement, to purchase up to twenty (20) machines at cost if Agronaut
could sell during the same period the same number of machines to customers
with provision that Organitech USA Inc completes full upgrading of both
Beta machines within two months of the signing of this agreement. At the
end of said eight months, Agronaut may request for an extension to the
option to purchase the said 20 machines at cost subject to the agreement
of Organitech USA Inc.
4. INVESTMENT AGREEMENT
For the marketing and distribution efforts to be made by Agronaut during
the next year and evaluated by the parties at US$800,000, Agronaut will
be issued 800,000 Organi-Tech USA shares. The shares will be issued within
30 days upon the signing of the contract and be placed in escrow to be
transferred to Agronaut evenly every quarter conditioned to the full
execution of this contract, non-execution of clause 5 notwithstanding.
5. Special Option
Agronaut has for two weeks from the signing of this agreement an option
to purchase 3 machines at US$100,000 each. If Agronaut execute this
option, the Company will issue an extra 300,000 shares on top of the
800,000 given for the marketing effort as mentioned in clause 4 above.
6. Both parties will continue with the execution of the beta-site program as
agreed in the beta-site co-operation agreement.
7. A Securities Purchese Agreement pertaining to clause 4 (and clause 5 if
relevant) will be drafted within 3 weeks of the signing of this
agreement.
8. The clauses enclosed herein constitute the full agreement between the
parties.
/s/ X. Xxxxxx /s/
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For Organitech USA Inc For Agronaut Pte Ltd
