AGREEMENT
THIS AGREEMENT, made and entered into this 10th day of March, 1988, by and
between XXXXX XXXXXXXX, residing in Miami, Florida and DAIRENE INTERNATIONAL,
inter, a Nevada corporation, in good standing and existing under and by virtue
of the laws of the state of Nevada.
WHEREAS, XXXXX XXXXXXXX, is the sole owner of a set formula which he uses
to manufacture a stabilizer base for an all vegetable milk product that is
presently being sold by DAIRENE INTERNATIONAL, and represented as a complete
substitute for whole milk, said stabilizer base being called "PUREBLEND", and
WHEREAS, XXXXX XXXXXXXX has spent years of his time, energy, efforts, and
money in developing, refining and perfecting the secret formula aforesaid, and
WHEREAS, XXXXX XXXXXXXX has spent such time and money in developing,
refining and perfecting recipes for the use of PUREBLEND in the manufacture of
cheeses, sour cream dip, chocolate drink, buttermilk, half and half, whipped
topping and various ice cream and other non-dairy food products utilizing
PUREBLEND, and
WHEREAS, XXXXX XXXXXXXX is the sole owner of said secret formula and has
warranted and guaranteed to DAIRENE INTERNATIONAL, that he will continue to
protect the contents of said formula and said recipes from all persons
whosoever, and
NOW THEREFORE. For and in consideration of the sum of THREE HUNDRED EIGHTY
FIVE THOUSAND AND 00/100 ($385,000) DOLLARS and for 4,000,000 shares of the
common stock of DAIRENE INTERNATIONAL, and other good and valuable consideration
cash in hand paid by each of the parties hereto to the other, the receipt of
which is hereby conclusively acknowledged and for the further consideration of
the acts and things herein respectively by them agreed to be done and performed,
each of the parties hereto does hereby, for themselves, their heirs. Successors,
or assigns, solemnly covenant and agree, each with the other, as follows:
SECTION I
1. XXXXX XXXXXXXX hereby warrants and guarantees that PUREBLEND will be
manufactured now and in the future from his secret formula is will continue
to be an all vegetable base suitable for the manufacture of a non- dairy
mild and that PUREBLEND does not now, and will not, contain any
constituents from milk or other dairy products with the exception of sodium
caseinate. XXXXX XXXXXXXX further warrants and covenants that he does and
shall have the exclusive right to manufacture, sell, and distribute, or
otherwise use, the following:
(1) Pureblend
(2) All other products including, but not limited to non-dairy cheeses,
non-dairy sour cream dip, non-dairy chocolate drink, non-dairy
buttermilk, non-dairy half and half, non-dairy whipped topping, and
non- dairy various ice creams, and
(3) All items related thereto which are now being sold, or which have been
developed, or will be developed in the future, by XXXXX XXXXXXXX and
that are connected or related to all vegetable milk (non-dairy)
products that have been developed by XXXXX XXXXXXXX, said products
described in (1), (2) and (3), supre, being hereinafter referred to as
"Products", including all rights to existing Licensing Agreements for
the sale of Pureblend or any derivative therefrom and all rights to
contracts and contracts for the sale or distribution of "Products"
hereinabove enumerated or referred to throughout the United States of
American and it's possessions.
2. PURCHASE OF BASE
a. MINIMUM PURCHASE
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In consideration of the rights herein granted by Licensor to DAIRENE
INTERNATIONAL, DAIRENE INTERNATIONAL, hereby agrees to purchase the
following minimum amount of Base from Licensor.
1. From the date hereof until June 30, 1988, 1,000 bags - (each bag
containing 100 lbs. Of Pureblend stabilizer Base);
2. From July 1, 1988 until February 28, 1991 2,500 bags of Pureblend
stabilizer Base per month;
3. From March 1, 1991 until termination of this contract 10,000 bags
of Pureblend stabilizer Base per month.
b. METHOD OF PAYMENT
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Upon the placement of any order for the purchase of Base from
Licensor, DAIRENE INTERNATIONAL, shall accompany such order with
payment in full amount of such order. Payment terms for any order so
purchased shall be F.O.B. Licensor's plants, shipping and insurance
being the responsibility of DAIRENE INTERNATIONAL
c. PURCHASE PRICE
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The initial price to be paid to Licensor by DAIRENE INTERNATIONAL, for
any Pureblend so purchased shall be .47 per pound. This price shall be
increased in direct proportion with any increase in the Cost of Living
Index as published by the Department of Labor of the United States for
all areas, one year from the date hereof and any year thereafter
during the life of this Agreement.
3. XXXXX XXXXXXXX hereby agrees to immediately furnish DAIRENE INTERNATIONAL,
with complete recipes for the use of Pureblend in the manufacture of an all
vegetable non-dairy milk food drink presently being sold as "DAIRENE" and
all other food related products using Pureblend as a part of said product.
4. XXXXX XXXXXXXX solemnly covenants and agrees to take necessary steps to see
that DAIRENE INTERNATIONALS, rights under this Agreement shall be fully
protected, particularly the right of XXXXX XXXXXXXX'X successor, to
manufacture Pureblend exclusively in the event of, and after, the date or
disability of XXXXX XXXXXXXX. XXXXX XXXXXXXX solemnly covenants and agrees
to deposit the formula to Pureblend in a safe deposit box.
5. This Contract Agreement shall remain in full force and effect for
ninety-nine (99) years from date, so long as DAIRENE, abides by its
contractual agreements herein contained.
6. It is agreed that DAIRENE INTERNATIONAL, shall have the sole and exclusive
rights to set up sales organization, licenses, or distributors for products
manufactured by the use of, or from, Pureblend, and other products of
Golstein, and manufacturing or processing plants and facilities necessary
for the manufacture, sale, and distribution of Golstein's products within
the boundary of the United States of America and its possessions. DAIRENE
INTERNATIONAL, shall be fully and solely responsible for the conduct of its
employees or its distributors, and DAIRENE INTERNATIONAL, shall hold XXXXX
XXXXXXXX harmless from all liability resulting from any malfeasance or
nonfeasance on the part of DAIRENE INTERNATIONAL, its employees, agents, or
sub-distributors, shall be healthful for consumption when used as
recommended by XXXXX XXXXXXXX.
7. XXXXX XXXXXXXX agrees that, in the furtherance of good relations between
himself and DAIRENE INTERNATIONAL, that he shall offer to DAIRENE
INTERNATIONAL, exclusive rights of manufacture and distributorship of newly
developed products which may be developed by him the in future for sale
within the boundary of the United States of America and its territories.
8. XXXXX XXXXXXXX agrees, covenants, and warrants that he will not at any time
in the future engage in any business interest, directly or indirectly, is
competitive with the business of DAIRENE INTERNATIONAL, and that he will
not sell any product nor will he aid and abet in the sale of any product
that is competitive with any product now being sold, or which any in the
future be sold, by DAIRENE INTERNATIONAL.
9. DAIRENE INTERNATIONAL, agrees that it shall be solely responsible for the
representations made by its officers, employees, agents, and licensees, to
the consumers regarding XXXXX XXXXXXXX'X PRODUCTS except for GOLSTEIN'S
warranties in paragraph 1 supra. XXXXX XXXXXXXX agrees to protect the
secrecy of the formula for Pureblend and to take sufficient steps to insure
DAIRENE INTERNATIONAL, that said formula will remain a secret.
10. This agreement is made in, and shall be construed any interpreted under the
laws of the State of Florida, the State of Domicile of XXXXX XXXXXXXX.
11. It is agreed the DAIRENE INTERNATIONAL, shall purchase from Xxxxx Xxxxxxxx
the exclusive licensing rights to the sale of DAIRENE INTERNATIONAL
products and "Pureblend" which are at the time of entering the agreement,
the exclusive property rights of Xxxxx Xxxxxxxx in the following area:
a. Canada, Mexico
b. South America
DAIRENE INTERNATIONAL, hereby warrants, covenants and agrees to purchase
and Xxxxx Xxxxxxxx agrees to sell these rights to DAIRENE INTERNATIONAL in
exchange for 1,000,000 shares of the company's common stock (accounting for
any adjustment plus or minus relating to a stock split). The company many
exercise this contractual right at anytime during the 36 months from the
date of this contract. If this right of election is not exercised by the
Company during this contract period, then Xxxxx Xxxxxxxx, at his sole
election demand receipt of 1,000,000 shares of common stock and deliver an
exclusive license to DAIRENE INTERNATIONAL, or deem this agreement null and
void and receive 300,000 share of DAIRENE INTERNATIONAL common stock in and
for the consideration of not licensing any other entity withing the afore
said territories for the three year period.
12. This agreement shall be binding upon and enure to the benefit of the
parties hereto, their heirs, representatives, administrators, executors,
successors, and assigns.
13. This and all agreements between the parties shall become effective and
enforceable upon delivery and execution of all documents, payments
contemplated to be in effect upon completion of this transaction
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day and year first above written.
/s/ Xxxxx Xxxxxxxx
XXXXX XXXXXXXX
DAIRENE INTERNATIONAL
(SIGNATURE UNREADABLE)
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ATTEST:
(SIGNATURE UNREADABLE)
Secretary
Corporate Seal
ADDENDUM TO AGREEMENT
This is an Addendum to the Agreement, Dated March 10, 1988 by and Between
XXXXX XXXXXXXX and DAIRENE INTERNATIONAL,
WHEREAS, Reference is made to paragraph #2 of said AGREEMENT regarding
minimum purchases of Pureblend "Base" - for manufacture, and
WHEREAS, said AGREEMENT provides for minimum purchases of Pureblend "Base:
by DAIRENE INTERNATIONAL from XXXXX XXXXXXXX, and
WHEREAS, said AGREEMENT contemplated the commencement of operations at a
date which would have accommodated said minimum purchases, and
WHEREAS, in recognition of the delay in commencement of operations and to
adjust the AGREEMENT to conform to the delay,
NOW THEREFORE, for good and valuable consideration the receipt of which is
acknowledged, the parties agree to amend the AGREEMENT as follows:
1. MODIFICATION
Except as herein specifically changed or modified the terms of the
AGREEMENT dated March 10, 1988 shall be and shall remain in full force
and effect.
2. PURCHASE OF BASE
MINIMUM PURCHASE: In consideration of the rights herein granted by
Licensor to DAIRENE INTERNATIONAL, hereby agrees to purchase the
following minimum amount of "Base" from Licensor.
(i) From the date hereof until June 30, 1988, 750 bags - (each
bag containing 100 lbs. Of Pureblend stabilizer "Base";
(ii) From July 1, 1988 until February 28, 1991, 2,500 bags of
Pureblend "Base" per month;
(iii) From March 1, 1991 until termination of this contract,
10,000 bags of Pureblend stabilizer "Base" per month;
(iv) Any monthly purchase that is in excess of the minimum shall
be credited to the following month's quota - and conversely
any deficiency in monthly purchases shall be charged to the
following periods requirements.
3. CONTINUING EFFECT
Anything contained herein to the contrary not withstanding all terms
of the AGREEMENT except as modified herein, continues to be in full
force and effect.
IN WITNESS WHEREOF the parties have here unto placed their hand & seal and
fully executed this Addendum thereby affirming the AGREEMENT as herein modified
this 20th day of May 1988.
DAIRENE INTERNATIONAL
(SIGNATURE UNREADABLE)
(SIGNATURE UNREADABLE)
