1 EXHIBIT 10.29
INTERNATIONAL SALES AND MARKETING CONTRACT AND COLLABORATION WITH THE CEO
BETWEEN CELL ROBOTICS, INC .("CRI") AND OTON TISCH (AND/OR TKV)("OTON")
1) CRI will contract with TKV, Caracas, Venezuela the availability of MR.
OTON TISCH ("OTON", Caracas, Venezuela to perform during 2 years the
task of ACTING INTERNATIONAL SALE AND MARKETING MANAGER for the LASETTE
and its accessories and if available, the EAR DRUM PERFORATOR, for the
following areas and countries (the "TERRITORY"):
- The Far East, exclusive the ex-Soviet Union, meaning the
countries from east of PAKISTAN to INDONESIA,
- The main countries involved will be CHINA (incl, HONG KONG and
MACAO),
- TAIWAN, JAPAN, KOREA, INDIA, SRI LANKA, BANGLA DESH, THAILAND,
VIETNAM, LAOS, CAMBODIA, MALAYSIA, SINGAPORE, BRUNEI,
PHILIPPINES AND INDONESIA.
- Latin America, Central America, Mexico and Caribbean (If there
is a large US AID program of support for Central America
and/or the Caribbean then CRII will assume this territory)
- Europe (inclusive the Baltic States, exclusive the rest of the
ex-Soviet Union)
- (If later it is determined that Israel is not served by the
America/Middle East Medical Company, it will be defined as
part of the OTON territory)
2) Assisting OTON will be the necessary persons as agreed, but at least:
- 1 Assistant International Sales Manager Mr. DAVE COSTELLO, for
now on a part time basis, who will be involved in all OTON
actions.
- Ms. IRENE HO on a majority time basis. If the business in the
countries not included in the present agreement takes off, an
additional assistant would be necessary, to cover these
regions To reduce the fixed cost, additional personnel (and
eventually the existing) shall be compensated partially, if
possible, with percentages on the sales.
3) The compensation of OTON will be as follows:
- 5% of the net value of the exports to the TERRITORY for the
first $ 1,000,000 /y. sold, 3,5% for the second $ 1,000,000/y.
2,5% for the third $ 1,000,000 /y. and 2% for the balance.
- The proceeds will be paid by quarterly installments prorate
customers payment, unless the sales are in the non-cap
modality, in which case the payment will be basing on the
amounts and time frame of the correspondent disposables
delivery
- The fees shall be paid for all orders received within the
contract validity, even if the payment is received after
expiration.
- As long as CRI prefers, but not more than for 8 months, the
compensation can be paid as a increase of the amount due
within the scope of the $ 500,000 convertible loan agreement
OTON / CRI.
4) The travel cost will be reimbursed, the flight booked in (best price
with reasonable schedule) Business Class for the long hauls and the
Hotels up to the category Hilton or Intercontinental. No separate meal
cost will be reimbursed, unless they include business relation
invitations.
The travel costs occurred before Dec. 2001 can by paid, at CRI's
selection, the same way as indicated at the end of 3).
5) The activities of OTON will be coordinated with the CEO and/or COO
6) The activities of OTON will follow tentatively with developed
priorities and subject to adjustments, the following guidelines:
- OTON will examine the existing international distributor
agreements both signed and oral and change or continue these
agreements.
- OTON will identify and select additional distributors in
countries where agreement do not exist.
- OTON will examine and define the regulatory requirements for
the countries and David will assist the distributor in
submitting the required documents.
- OTON will continue to work with China Arts to try to assure
that the letter of intent to purchase additional Lasettes and
the execution of OPTIONS happens and will also work on selling
the older Professional Lasettes
2
- As established in the CAC agreement, OTON will discuss with
them the eventual definitive extension of the provisional
existing distribution for VIETNAM, LAOS, CAMBODIA and
THAILAND, as well as the further extension of the agreement to
MALAYSIA,INDONESIA, BRUNEI and possibly also SINGAPORE and
PHILIPPINES. The principal criteria for this extensions will
be the capability of the CAC associates in said countries to
perform and their willingness to place additional firm stock
orders.
- Cell Robotics will address directly international sales of the
Lasette in the Middle East, including Pakistan and Africa.
- OTON will develop distributors in Canada, Europe, SOUTH
America, Central America, Mexico and the Caribbean as well as
Taiwan, Ceylon and India. If there are large US AID programs
in any of these countries a change to assign the countries
directly to Cell Robotics will be considered.
7) Pricing will be done to try to always maintain at least a gross margin
of 30% after the discount to distributors and commissions to OTON.
- Every attempt will be made to lower the cost of the production
of the Lasette and accessories within budget constraints,
especially making use of the component and mold procuring at
low cost but high quality countries as TAIWAN and consumables
in China
8) New redesigned versions of the Lasette will be developed within budget
constraints and the need for R&D with other product lines. These
redesign targets will be to reduce size and price and to add a glucose
meter.
9) OTON will also support the international Workstation marketing and
sales in coordination with DAVID COSTELLO. CRII will provide the
following commitment:
- Every effort is and will be made, with special attention to
the short term, to close as many sales as possible.
- Every creditable lead will be followed up.
- Whenever possible CRII will request up-front payment and/or
Letter of Credit, and although it will not let this prevent a
sale, such should be a duly supported exception .
- CRII continues to work with distributors regarding early
payment, but most are not willing to commit their capital in
advance. They do not do that for other companies.
- Pricing policies will be periodically reviewed.
10) This Workstation activity will not be separately compensated, unless
there is a direct involvement in concrete issues, such as is presently
the case in China and Taiwan, in which case the compensation will be 3%
of the sale value.
11) The activities of OTON for the Workstation will be coordinated with the
CEO or COO
12) Additionally to the Export Managing activity, OTON will act as adviser
of the CEO in marketing activities generally (and any other issue, if
so agreed). No compensation is foreseen for such activity
13) The agreement is retroactively valid from AUGUST 1, 2001 UNTIL AUGUST 1
2003. If other business interest or other acts keep OTON from providing
the time needed for this task the contract can be modified or
discontinued.
We agree, We agree
CELL ROBOTIC, INC. Seen without objection C.A. DE OBRAS ELECTROMECANICAS TKV
/S/ RONALD K. LOHRDING, PH.D. /S/ OTON TISCH /S/ DOUGLAS MAJETIC
PRESIDENT AND CEO EXECUTIVE VICE-PRESIDENT