Exhibit 10.4
MANUFACTURING AND DISTRIBUTION AGREEMENT
AGREEMENT (this "Agreement") made and entered into effective as of
the 14th of August, 1998 by and between KAIRE INTERNATIONAL, INC., a Delaware
corporation with offices at 000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000-0000
(hereinafter referred to as "Kaire"), and ENZO NUTRACEUTICALS, LTD., a New
Zealand corporation with offices at Ice House, Xxxx Xxxxxxxx Xxxxx, X.X. Xxx
0000, Xxxxxxxxxxxx, Xxx Xxxxxxx, (hereinafter referred to as "Enzo").
WITNESSETH:
WHEREAS, Kaire is engaged in, among other things, the business of
distributing and selling various vitamins, cosmetics and nutritional supplements
(the "Business"); and
WHEREAS, Kaire and Enzo agree that it is in their mutual interest
that Enzo manufacture and supply ENZOGENOL(TM) used in the Business to Kaire on
the terms herein set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereby agree as follows:
1. PRODUCTS. Enzo shall manufacture, sell and deliver to Kaire, the
product, ENZOGENOL, according to the specifications set forth on Schedule A
attached hereto (the Product") as required by Kaire for the Business upon the
terms and conditions hereinafter set forth. For the purposes of this Agreement,
the word "manufacture" shall include the manufacture of the Product as a primary
ingredient to be used by Kaire in conjunction with other ingredients for Kaire
to produce a finished product for consumer distribution.
2. TERRITORY. Enzo grants to Kaire, an exclusive right to purchase
and distribute products incorporating the Product using multi-level marketing
sales arrangements in the countries listed in Schedule B attached hereto,
subject to meeting the minimum sales levels set forth in Paragraph 5 below.
For a period of 18 months Enzo further grants Kaire the exclusive
rights to distribute products incorporating the Product in Canada, the United
States and Mexico in all other channels of distribution including retail.
Providing sales in the previous three months have exceeded 90 kilos then at the
end of the 18 months Enzo shall extend the period of exclusive rights to
distribute the products incorporating the Product in Canada, the United States
and Mexico, for a further twelve (12) months in all other channels of
distribution including retail.
Enzo agrees not to sell or supply Product to any other entity or
business which sells or distributes the Product, or other items containing the
Product, in the Territory in violation of the exclusive nature agreed to herein.
Excluded from the
exclusive sales set forth, Enzo shall have the right to sell to ultimate
consumers of the Product via an Internet Web page method, but Enzo agrees to
limit such Internet sales so that they do not materially hamper Kaire's sales
efforts.
Kaire and Enzo may enter into further exclusive sales arrangements
for other products by mutual consent.
Every six months during this agreement, Kaire and Enzo will jointly
review the overall market for the Product in order to discuss the opportunities
and challenges facing each party in increasing the market for the Product.
3. TERM. This Agreement shall be effective for the period commencing
on the 14th day of August, 1998 (the "Effective Date") and remain in effect for
5 years from such date (the "Initial Term"), and for one additional 5 year
period thereafter (the "Renewal Term"), at Kaire's option, which option shall be
exercised by Kaire giving Enzo written notice of its election to exercise such
option, at least 30 days prior to the end of the Initial Term Each annual
period under this Agreement is hereinafter sometimes referred to as a "contract
year".
4. DELIVERY AND FORECASTS. Both Enzo and Kaire recognize it is not
possible to predict future sales levels for the Product and the purpose of this
paragraph is to set forth each parties' initial expectations. Enzo wishes to
establish a growing market in the United States for its proprietary pine bark
extract. It wishes to ensure an arrangement that will realize its goals and
cover sufficient distribution channels so that no new competitor of Enzo can
gain a foothold in the market without challenge and competition from Enzo. Kaire
expects to grow its current sales base in the near future using its
well-established multilevel marketing network. Kaire believes that purchases of
90 kilos per month of the Product are achievable within a 9 month period with
the expectation that sales levels will continue to increase above such amounts.
Kaire wishes to ensure that if Enzo believes that distribution of the Product by
other channels would be advantageous to increase the sale of the Product, that
such distribution does not impact Kaire's growth of its sales efforts. Both Enzo
and Kaire agree to work together in good faith should the need arise to expand
distribution channels, with the specific goal of achieving results that meet
both companies' aspirations.
Kaire shall use its best efforts to submit to Enzo on a quarterly
basis, delivery forecasts looking forward for each subsequent 12 month period by
month to allow Enzo to determine the quantity requirements of the Product which
Enzo will need to supply to Kaire and for which Kaire will purchase the Product.
Enzo shall deliver Product to Kaire within 30 days of Enzo's receipt
of a written order from Kaire for Product, providing such order is not more than
250% of the previous three months average. If above 250% then Enzo shall deliver
Product to Kaire within 45 days.
5. MINIMUM PURCHASES. SALES AND PRICE. Kaire agrees to purchase no
less than 15 kilos per month for the first three months of the agreement, no
less than 30 kilos per month for months 4 through 6 and no less than 50 kilos
per month thereafter. The price (FOB Longmont or USA manufacturer nominated by
Kaire) of the Product at which Enzo agrees to sell and Kaire agrees to purchase
shall initially be $1,500.00 per kilo for the first six full calendar months of
this agreement. For the next six full calendar months, the price shall be based
on the price chart set forth below using the average monthly purchase level of
Product for the immediately preceding six months purchase level. Thereafter the
price shall be based on the price chart using the quantity of Product based on
the immediate previous three months average quantity purchased.
The price of the Product shall be based on the following price
levels:
$1,500.00 per kilo for orders of 49 kilos or less,
$1,475.00 per kilo for purchases of 50 to 69 kilos
$1,450.00 per kilo for purchases of 70 to 89 kilos
$1,300.00 per kilo for purchases of 90 to 109 kilos
$1,250.00 per kilo for purchases of 110 kilos to 129 kilos
$1,200.00 per kilo for purchases of 130 kilos to 149 kilos
$1,175.00 per kilo for purchases of 150 kilos to 169 kilos
$1,125.00 per kilo for purchases of 170 kilos to 189 kilos
$1,100.00 per kilo for purchases of 190 kilos or more.
At all times Enzo shall sell Product to Kaire at a price no greater
than the minimum price at which it sells to its other customers in North
America. In such event, the prices set forth herein shall be adjusted downward
proportionately for the volume levels set forth.
In the event Kaire fails to purchase the minimum monthly requirement
then in effect, Enzo shall give written notice to Kaire of such failure and
Kaire shall have 60 days after notice to bring its minimum purchases to the
minimum level per month, including the months for which purchase requirements
was not met. In the event Kaire fails to cure such minimum purchase deficiency,
Enzo, by written notice when in excess of sixty (60) days, at its option, may
elect to terminate this agreement or eliminate all or a portion of the exclusive
rights granted to Kaire hereinabove.
6. INVOICES AND PAYMENTS. For all Product shipped hereunder, Enzo
shall invoice Kaire upon shipment. All such invoices shall be due and payable by
Kaire net forty-five (45) days from receipt of shipment, with invoices paid by
Kaire within 10 days of receipt of shipment, shall be entitled to a two percent
(2.0%) discount provided the payment is by cleared funds into Enzo's account.
Any sums payable to Enzo hereunder shall be subject to all claims and defenses
of Kaire, whether arising from Kaire's purchases hereunder or any other
transaction or occurrence. However, accounts are to be paid in full without any
deduction by way of set off, contra accounts, or in respect of any claims
against Enzo Nutraceuticals or for any other reason.
In the event Kaire fails to pay Enzo's invoices in a timely manner,
and fails to cure a payment default within 30 days after its receipt of a notice
of default from Enzo, the unpaid sums shall bear interest at the rate of 18
percent per annum commencing from the date the invoice was originally due until
paid. In the event Kaire fails to pay Enzo's invoices in a timely manner, and
fails to cure a payment default within sixty (60) days after its receipt of a
notice of default from Enzo, the exclusive nature of this agreement shall
terminate at Enzo's option, and Enzo and Kaire may contract on a non-exclusive
nature for the supplying and purchasing of the Product.
7. DELIVERY; TITLE; RISK OF LOSS. Enzo shall deliver, or cause to be
delivered, the Product ordered hereunder to Kaire's facility located in
Longmont, Colorado, on the dates specified in Kaire's purchase orders, or to
Kaire's designated manufacturer(s). Title and risk of loss with respect to all
Product sold hereunder shall pass to Kaire upon delivery to Kaire. Enzo shall be
responsible for compliance with all health, environmental and other laws
relating to the safe handling and transportation of the Product until delivered
to Kaire. The minimum shipment of Product shall be 15 kilos.
8. TRADE NAMES AND TRADEMARKS.
A. Enzo hereby grants to Kaire a non-exclusive, non-transferable,
non-assignable, limited right to use the following marks contained in Schedule C
("ENZO Trademarks"), at its plant in Longmont, Colorado and its manufacturing
contractors' plants, solely in connection with the packaging, labeling,
marketing and sales of the Product and Kaire's products incorporating the
Product. Kaire shall acquire no right, title or interest in the Enzo Trademarks
other than the foregoing limited right, nor shall Kaire assert any ownership
interest or right of any kind in the Enzo Trademarks.
X. Xxxxx acknowledges Enzo's exclusive proprietary and ownership
interest and right in and to the Enzo Trademarks and hereby waives in favor of
Enzo all rights to any trademarks, trade names and logotypes now or hereafter
originated by Enzo, Kaire shall not (i) adopt, use or register any words,
phrases or symbols which are identical to or confusingly similar in any way to
the Enzo Trademarks or constitute translations thereof; or (ii) take any action
which would jeopardize Enzo's exclusive proprietary and ownership interest and
right in and to the Enzo Trademarks. Upon termination of this Agreement, the
limited right to use the Enzo Trademarks granted herein shall be deemed to have
been automatically expired and terminated and Kaire shall cease and desist from
the use of the Enzo Trademarks in any manner
C. On the termination of this Agreement, Enzo shall have the option
to repurchase the Product then in the possession of Kaire, and available for
sale, at prices originally billed to Kaire plus actual freight on the shipment
of them to Enzo, and with deductions from moneys due or to become due to Kaire
under this Agreement. As to any of Enzo's Product not repurchased by it within
30 days of such termination, Kaire shall have the right to dispose of such
Product in the regular course of its business, and for this purpose, the
restrictions of the preceding subsection shall be deferred until 6 months after
the termination of this Agreement.
D. In the event Kaire becomes aware of persons claiming or making
use of the Enzo Trademarks, which conflict with Enzo's claims of tradename or
trademark rights, Kaire shall provide written notice of such facts to Enzo. In
the event Enzo determines, in its sole and absolute discretion, to defend and
protect its names and trademarks, all costs incurred in connection with such
defense shall be borne by Enzo including any costs associated with defending
Kaire from claims made against Kaire for Kaire's use of the Enzo Trademarks.
X. Xxxxx shall at all times appropriately xxxx the Product packaging
with the Enzo Trademarks in accordance with written standards and instructions
from Enzo. Each package and publication must clearly state that the Enzo
Trademark is used under license from Enzo. Kaire shall faithfully observe and
execute all requirements and directions of Enzo under this Agreement relating to
the manner and use and safeguarding of the Enzo Trademark, and shall cooperate
with Enzo in preventing any infringement of the trademark rights of Enzo.
9. WARRANTIES; REMEDIES. Enzo hereby warrants and agrees that:
A. All Product delivered pursuant to this Agreement shall be free
from material defects in materials and workmanship, and shall conform to the
Product specifications set forth on Schedule A.
B. In addition to any other remedies that Kaire may have hereunder
or under applicable law, Kaire may return any unit of the Product which does not
satisfy any of the foregoing warranties at the time it is delivered to Kaire
(each, a "Rejected Product"), at any time within three months after the date of
such delivery, to Enzo at Enzo's risk and cost, and Enzo shall, if so directed
by Kaire, at Enzo's sole expense, deliver a replacement, within ten (10) days
from date of notification, which conforms to all requirements set forth in this
Agreement to Kaire's facility located in Longmont, Colorado. If a replacement is
not requested, Enzo shall promptly return all payments which may have been made
in respect to the Rejected Product, and Kaire need not pay for any units thereof
for which payment has not yet been made.
C. The warranties set forth in Subsections A and B of this Section 9
shall survive Kaire's acceptance of Products hereunder.
X. Xxxxx may recall units of any Product or any particular
manufacturing run thereof in the event that at any time, in the reasonable
judgment of Kaire, as substantiated by an outside laboratory or similar
reviewing agency, such recall is necessary by reason of non-conformity of such
Product with its specifications. In the event such recall is necessary due to
Enzo's breach of warranty hereunder, Enzo will bear all costs and expenses of
the recall.
E. Enzo's warranty under this Section 9 shall be limited to the
period of time ending on the "use by" date indicated on the packaging for the
Product which is delivered to Kaire. Enzo makes and Kaire receives no warranty
with respect to Product beyond such expiration date. Any distribution by Kaire
of any product beyond its
expiration date shall be at Kaire's sole risk. Similarly, any establishment by
Kaire of an expiration date on either the product as it is packaged and/or
distributed by Kaire or of a nutritional supplement in which the Product is
among the ingredients, which is longer than the Enzo expiration date for the
Product which is distributed, shall be at Kaire's sole risk.
10. INSURANCE.
A. (i) Enzo shall, throughout the term hereof maintain public
liability insurance covering Enzo's liability for Product delivered by Enzo
(including product liability and "broad form" contractual liability) for
injuries, including accidental death, to any one person in an amount not less
than $1,000,000, with aggregate limits of $2,000,000, (the employer's liability
and public liability insurance are herein referred to as the "Liability
Insurance").
(ii) All insurance policies required hereunder shall be issued by
companies acceptable to Kaire. Kaire shall be named as additional insured under
Enzo's Liability Insurance. Enzo shall furnish Kaire with certificates of
insurance which provide that Kaire is named as an additional insured under the
Liability Insurance, that the Liability Insurance is primary as to any other
insurance, that the issuers of the Liability Insurance waive subrogation against
Kaire, that the Liability Insurance includes contractual liability and that all
policies required hereunder cannot be modified or canceled without thirty (30)
days advance notice being given to Kaire. The existence of any such insurance
shall not be construed as a limitation of Enzo's liability hereunder.
B. (i) Kaire shall, throughout the term hereof, maintain public
liability insurance covering Kaire's liability for Product distributed by Kaire
(including product liability and "broad form" contractual liability) for
injuries, including accidental death, to any one person in an amount not less
than $1,000,000, with aggregate limits of $2,000,000, (the employer's liability
and public liability insurance are herein referred to as the "Liability
Insurance").
(ii) All insurance policies required hereunder shall be issued by
companies acceptable to Enzo. Enzo shall be named as additional insured under
Kaire's Liability Insurance. Kaire shall furnish Enzo with certificates of
insurance which provide that Enzo is named as an additional insured under the
Liability Insurance, that the Liability Insurance is primary as to any other
insurance, that the issuers of the Liability Insurance waive subrogation against
Enzo, that the Liability Insurance includes contractual liability and that all
policies required hereunder cannot be modified or canceled without thirty (30)
days advance notice being given to Enzo. The existence of any such insurance
shall not be construed as a limitation of Kaire's liability hereunder.
11. FORCE MAJEURE.
A. Failure by Enzo to make any delivery hereunder (or portions
thereof) when due shall not subject Enzo to any liability to Kaire if Enzo
declares in writing to Kaire that performance cannot be made due to (i) act of
God or the public enemy, fire, explosion, perils of the sea, flood, drought,
war, riot, sabotage, accident or embargo; (ii)
without limiting the foregoing circumstances, any circumstances of like or
different character beyond the reasonable control of Enzo; (iii) interruption
of or delay in transportation beyond the reasonable control of Enzo; (iv)
inadequacy or shortage or failure of normal sources of supply of materials,
energy or equipment beyond the reasonable control of Enzo; (v) equipment
breakdowns beyond the reasonable control of Enzo; (vi) labor trouble from
whatever cause arising and whether or not the demands of the employees involved
are reasonable and within Enzo's power to concede; or (vii) compliance by Enzo
with any order, action, direction or request of any governmental officer,
department, agency, authority or committee thereof (any occurrence or condition
set forth in subsections (i) through (vii) above are herein referred to as
"Force "Majeure").
B. if Enzo claims an excuse hereunder, Enzo shall promptly notify
Kaire in writing, specifying the reasons therefor and expected duration thereof.
Enzo shall take reasonable steps to ensure resumption of full performance
hereunder as soon as reasonably possible.
12. INDEMNITY. A. Enzo shall indemnify and hold harmless Kaire, its
associates and affiliates, and their respective officers, directors and
employees (collectively, "Indemnities") from and against any and all claims,
demands, causes of action, suits, proceedings, judgments, decrees, liabilities,
losses, damages and costs, including attorneys' fees and disbursements
(collectively "Claims"), which may be asserted against any Indemnitee to the
extent they arise out of, are connected with or relate to the Product whether or
not for damage to property or injury or death, including, but not limited to
claims involving (i) the operation of Enzo's facility, or (ii) the failure of
any unit of any Product to comply with the specifications therefor set forth in
Schedule A attached hereto. (iii) representation of product claim. (iv) action
taken by other parties with regard either to patents held by Enzo or patents
held by others. In addition to the foregoing, at Kaire's written request, Enzo
will, at its own expense, assume the defense of any Claim arising out of,
connected with or related to any Product; provided, however, that Enzo shall not
be responsible for any Claim arising out of (x) the Specifications, (y) misuse
of any Product, or (z) any change or modification to any Product after delivery
to Kaire.
X. Xxxxx shall indemnify and hold harmless Enzo, its associates and
affiliates, and their respective officers, directors and employees
(collectively, "Indemnities") from and against any and all claims, demands,
causes of action, suits, proceedings, judgments, decrees, liabilities, losses,
damages and costs, including attorneys' fees and disbursements (collectively
"Claims"), which may be asserted against any Indemnitee, whether or not for
damage to property or injury or death, to the extent they arise out of, are
connected with or relate to (i) Kaire's negligence in specification requirements
mandated by Kaire, (ii) mislabeling of Product, misrepresentation of product
claim, or change or modification of the Product in the combining with other
products or ingredients or (iii) any change or modification to any Product after
delivery to Kaire. In addition to the foregoing, at Enzo's written request,
Kaire will, at its own expense, assume the defense of such a Claim.
13. TERMINATION.
A. Either party may terminate this Agreement by written notice to
the other party if the other party (i) suspends payment of its debts or enters
into or becomes subject to insolvency, liquidation, dissolution or bankruptcy
proceedings, (ii) makes an assignment for the benefit of its creditors, (iii)
has a receiver or trustee appointed for all or a substantial portion of its
assets, (iv) seeks relief under any law for debtors' relief, (v) fails to
perform its obligations under this Agreement for a period of sixty (60) days or
such longer period as set forth hereinabove (either consecutively or in the
aggregate) during any contract year due to Force Majeure (as hereinafter
defined), or (vi) fails to comply with the terms and conditions of this
Agreement in any material respect; provided, however, that in such event, with
respect to the events or circumstances set forth in subsections (v) and (vi)
above, the party failing to comply with the terms and conditions of this
Agreement in such material respect shall be provided at least sixty (60) days'
prior written notice during which it may cure the failure.
B. Except as expressly set forth in this Agreement, termination of
this Agreement:
(i) will not affect or impair the rights, liabilities and
obligations of any party under any order shipped prior to the effective date of
termination; and
(ii) will not relieve any party of any obligation or liability
incurred under this Agreement prior to the effective date of termination.
14. CONFIDENTIALITY. The parties agree to maintain the
confidentiality of the terms of this agreement, except that the parties shall
jointly disclose by press releases or other mutually acceptable medium, the fact
that they have entered into an agreement which provides for Kaire to have an
exclusive sales arrangement with Enzo for the Territory as set forth in
Paragraph 3 above.
The confidentiality agreements already entered into between Enzo or
Kaire or any further confidentiality agreements entered into shall survive for a
period of five years following termination of this agreement.
15. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Colorado, U.S.A.
16. ASSIGNABILITY. Each party's rights and obligations under this
Agreement shall be assignable, with the consent of the other, such consent not
to be unreasonably or arbitrarily withheld or delayed, and its said rights and
obligations shall inure to the benefit of and be binding upon its successors or
assigns. The terms of this Agreement shall run with the assignment and be
binding on all subsequent assignees of the parties. Each assignee will
specifically undertake to the other party to assume the obligations of the
assigning party, including, in the case of Kaire's assignees, an undertaking not
to use the Intellectual Property in a manner detrimental to the Intellectual
Property in violation of the terms as set forth in Section 8 above, and failure
to comply with such undertaking shall give Enzo the right to terminate this
Agreement, subject only to the right to cure any breach of such undertaking by
stopping such detrimental use within thirty (30) days after written notice from
Enzo. If Xxxxxx X. Xxxxxxxx is no longer the Chief Executive Officer or
President and a Director of Kaire, then such event shall be deemed an assignment
of this Agreement and be subject to the terms set forth hereinabove.
17. ARBITRATION. Any dispute, controversy or claim arising out or
relating to this Agreement, which cannot be amicably settled, shall be finally
settled by arbitration to be held in Colorado in accordance with the rules of
the American Arbitration Association. Arbitration shall be before one mutually
agreed arbitrator or failing to agree, three arbitrators, one to be selected by
each of the parties and the third to be chosen by the first two arbitrators.
Each party shall be responsible for its own expenses regarding any arbitration.
The costs of the arbitration itself shall be shared equally by the parties
unless otherwise determined by the arbitrators. Judgment upon any award may be
entered in any court having jurisdiction and shall be final.
18. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be given to the parties at their
respective addresses set forth below and shall be sent by (i) hand delivery;
(ii) certified mail, return receipt requested, postage prepaid; (iii) a
recognized overnight delivery service; or (iv) telecopy. Notices sent by hand
delivery shall be deemed received when delivered to the address and/or person
set forth below; notices sent by certified mail shall be deemed received when
accepted; notices sent by overnight delivery service shall be deemed received
when delivered; and notices sent by telecopy shall be deemed received upon
receipt of confirmation of dispatch:
If to Kaire: Kaire International, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xx. Xxxxxx X. Xxxxxxxx, CEO
Telecopy No. (000) 000-0000
If to Enzo: Enzo Nutraceuticals, Ltd.
Ice House
Xxxx Xxxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxxxxxx, Xxx Xxxxxxx
Attention: Xxxxx Xxxxxxxxx
Telecopy No. 00-0-000-0000
or to such other address or telecopy number as any party may designate by
written notice in the aforesaid manner.
19. INSPECTION. Kaire shall have the right, during normal business
hours and upon not less than seventy-two (72) hours prior notice, to inspect the
books and records of Enzo as to Kaire transactions hereunder and plants and
facilities of Enzo producing Products as to Kaire in order to confirm compliance
with this Agreement or to review any information provided to Kaire by Enzo
hereunder.
Enzo shall have the right, during normal business hours and upon not
less than seventy-two (72) hours prior notice, to inspect the books and records
of Kaire as to Enzo transactions hereunder and plants and facilities of Kaire
producing products utilizing the Products in order to confirm compliance with
this Agreement or to review any information provided to Enzo by Kaire hereunder.
20. WAIVER. The right of either party at any time to require strict
performance by the other party hereto of any or all of the terms and conditions
of this Agreement shall in no way be affected or impaired by prior waiver,
forbearance, or course of dealing.
21. ENTIRETY. This Agreement constitutes the entire agreement
between the parties hereto with respect to the manufacture and supply by Enzo
and purchase by Kaire of the Product, and merges and supersedes all prior
understandings and representations whether oral or written, between the parties
pertaining thereto, except for prior Confidentiality Agreements existing between
the parties hereto, if any. No addition, modification or alteration of this
Agreement shall be of any force or effect whatsoever unless reduced to writing
and signed by the party to be charged thereby. Any provision appearing on any
purchase order, sales order, sales acknowledgment, purchase order release or
similar document which appears to modify, alter or add to the provisions of this
Agreement, shall be null and void and of no effect whatsoever.
22. SEVERABILITY. If any word, phrase or provision of this agreement
is found to be unenforceable by any court or arbitration panel for any reason
that word or phrase or provision shall be deemed severed from the agreement, and
the remainder of the agreement shall be fully enforced.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers, as of the date and year first
hereinabove written.
KAIRE INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
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Title: Chief Executive Officer
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ENZO NUTRACEUTICALS, LTD.
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxxx
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Title: Marketing Manager
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SCHEDULE A
CERTIFICATE OF ANALYSIS
Product name ENZOGENOL(TM) Pine Bark Extract
Botanical Species Pinus radiata Bark
Batch Number [ ]
DESCRIPTION A free flowing natural extract of Pinus
radiata pine bark containing a balanced
blend of anti-oxidants including monomeric
and oligomeric proanthocyandins, organic
acids, flavonoids, glycosides and esters
and sugars
Colour Xxxxx
Odour Characteristic
Taste Characteristic
Moisture Content Less than 6%
Mesh Size 100 mesh
Solubility 100% soluble in water
Less than 6%
MICROBI0LOGICAL
Aerobic Plate Count < 15 cfu/g
Total Coliform < 4 mpn/g
Faecal Coliform < 4 mpn/g
Yeast and Mold 25 cfu/g
HEAVY METALS
Arsenic < 1.4 ppm
Cadmium < 0.3 ppm
Copper < 3.5 ppm
Iron < 650 ppm
Lead < 0.5 ppm
Mercury < 0.02 ppm
Zinc < 35 ppm
ABBREVIATIONS:
cfu colony forming unit
mpn most probable number
Signed by...........................
Date................................
[LOGO]
ENZOGENOL(TM) is the trademark
of ENZO Nutraceuticals Ltd
Ice House, Xxxx Xxxxxxxx Xxxxx
XX Xxx 0000, Xxxxxxxxxxxx
Phone: 00-0-000-0000
Fax: 00-0-000-0000
SCHEDULE B "TERRITORY"
This is a list of countries that Kaire International, Inc., has, or will be,
establishing MLM activity:
United States of America
Canada
Australia
New Zealand
Korea
United Kingdom
Republic of Ireland
France
Trinidad and Tobago
Jamaica
Taiwan
Hong Kong
Philippines
Japan
Netherlands
Denmark
Germany
Russia
Czech Republic
Poland
Mexico
Brazil
Venezuela
Argentina
India
China
SCHEDULE C "ENZO TRADEMARKS"
ENZOGENOL
