TERM SHEET
BETWEEN
RAMSIN PRODUCT DEVELOPMENT INC.
AND
XXXXXX XXXXXXX
The following sets forth the terms of the relationship
between Xx. Xxxxxx Xxxxxxx, who resides at 00 Xxxxxxxxx Xx., Xxxxxxxx,
XX 00000 ("Xxxxxxx") and Xxxxxx Development, Inc. with a mailing address
of 0000 Xxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000 ("Ramsin")
with respect to the WristRight product.
1. Upon execution and delivery of a Manufacturing Agreement
between Ramsin and an entity introduced by Xxxxxxx (a "Xxxxxxx Entity"),
Xxxxxxx shall receive the following:
(a) 3% of the per product production cost for a period of 3
years from the commencement of the manufacturing for actual product
purchases and deliveries; and
(b) 100,000 shares of Xxxxxx's authorized and
unissued common stock, $.001 par value; and
(c) 20% of any up front Manufacturing Agreement signing fee.
2. Upon execution and delivery of a Selling Agreement between
Ramsin and a Xxxxxxx Entity, Xxxxxxx shall receive:
(a) 3% of all sales generated from a Xxxxxxx Entity which
sells WristRight product pursuant to a Selling Agreement between Ramsin
and a Xxxxxxx Entity; and
(b) 20% of any up front Selling Agreement signing fee; and
(c) 10,000 shares of Xxxxxx's authorized but unissued
common stock will be issued to Xxxxxxx after every 50,000 units are sold
by a Xxxxxxx entity or a person introduced to Ramsin by Xxxxxxx
(a "Xxxxxxx Person"), not to exceed 300,000 shares; and
(b) If the Selling Agreement is an exclusive Selling Agreement,
50,000 shares of Ramsin's authorized and unissued common stock, $.001
par value.
3. Ramsin shall pay all of Caprino's travel expenses that are
pre-approved by Xxxxxx and incurred while Xxxxxxx is developing or
attempting to develop Xxxxxx's business in relation the WristRight product.
4. Xxxxxxx shall receive at his option, 10% in cash or the equivalent
value of Xxxxxx's stock (at the current selling price) of all money raised by
Xxxxxx selling its shares of common stock to a Xxxxxxx Entity or Xxxxxxx
Person.
5. The aforementioned are terms and conditions that will be
applicable between Ramsin and Xxxxxxx, upon the execution and delivery
of the above referenced comprehensive agreements.
6. (a) This Term Sheet:
(i) shall constitute the entire agreement between
the parties hereto and supersedes all prior agreements, written
or oral, concerning
the subject matter herein and there are no oral understandings, statements or .
stipulations bearing upon the effect of this Term Sheet which have not been
incorporated herein.
(ii) may be modified and amended only by a written
instrument signed by each of the parties hereto.
(iii) shall bind and inure to the benefit of the parties
hereto and their respective heirs, successors and assigns.
(iv) shall be construed in accordance with
and governed
by the laws of the State of New York without reference to conflict of
laws principals.
(v) may not be assigned by either party without a
written agreement signed by all the parties hereto. Any assignment
not signed by
all parties is null and void.
(b) Any litigation involving this Term Sheet shall be adjudicated in a
court with jurisdiction located in Monroe County, New York
and the parties irrevocably
consent to the personal jurisdiction and venue of such court.
IN WITNESS WHEREOF, the parties have duly executed this Term
Sheet as of the date written below.
Dated: 3/16/2001 RAMSIN PRODUCT DEVELOPMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Its: C.E.O.
Dated: 3/20/2001 /s/ Xxxxxx Xxxxxxx
XXXXXX XXXXXXX
