January 30th, 2001
Mr. Andrew Devries, President
Nannaco, Inc.
2935 Thousand Oaks, Unit # 6,
San Antonio, Texas
U.S.A. 78247
Dear Andrew,
With reference to our meeting of January 25th, 2001, this letter is to confirm
that Imbibitive Technologies America, Inc (0/A Imtech America, Inc.) agrees to
enter into a non-exclusive marketing arrangement with Nannaco, Inc. for a period
of up to one year. This marketing arrangement allows Nannaco to purchase Imbiber
Beads(R)products at the US Market Satellite Pricing for sale within the market
segment of the chemical / petrochemical industry in the State of Texas. Nannaco
agrees to the "Terms and Conditions" for purchase of Imbiber Bead products as
listed in the attached Appendix "A".
This one year term is to be considered "probationary" in order to allow Imtech
America, Inc. the opportunity to assess Nannaco's ability to successfully
represent and develop the market for Imbiber Beads(R) products within the market
seginent of the chemical /petrol chemical industry in the State of Texas.
It is understood that lmtech America, Inc. reserves the right to sell into the
said market segment. This said, Imtech America will not appoint another entity
to represent it in the segment market during the 1 year probationary period of
this understanding and will make all efforts to direct market enqiuries to
Nannaco.
It is understood that Imtech America Inc. reserves the right to terminate any
arrangement or understanding with Nannaco, if in Imtech America's opinion
Nannaco's conduct while representing Imbiber Beads(R) products within the State
of Texas is detrimental to Imtech America's reputation or the reputation of
Imbiber Beads(R) products or if at any time during the one year probationary
period Imtech America, Inc. has determined that Nannaco, Inc. has not the
capacity to successfully market and sell Imbiber Beads(R) products or develop
the market for Imbiber Beads(R) products within the State of Texas.
It is also understood that Nannaco, Inc. and any and all of its' affiliates are
prohibited specifically from representing the Imbiber Beads(R)product line into
the various branches of the U.S. Department of Defense, US Postal Service,
electrical utilities, and telecommunications industry. Violation of this
understanding will result in the immediate suspension of any activity between
Imtech America, Inc. and Nannaco, Inc.
Nannaco, Inc. agrees to treat confidentially all information obtained from
Imtech America, Inc. concerning Imbiber Beads(R) products and / or information
pertaining to Imtech America, Inc. as a business entity and agrees not to
disclose same to any third party either during the term of this "probationary"
period and for a 3 year period thereafter, except as may be necessary in the
proper discharge of its marketing and selling role of Imbiber Beads(R) products.
In the case of termination, all information e.g. literature, pricing catalogues
etc will be returned to Imtech America.
Nannaco, Inc. agrees to promote in every commercially reasonable manner to the
mutual satisfaction of Imtech America, Inc. and Nannaco, Inc. at its own expense
the sale of Imbiber Beads(R)products within the market segment of the chemical /
petro-chemical industy within the State of Texas.
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Nannaco agrees that in order for Imtech America, Inc. to properly assess
Nannaco's ability to develop the market for Imbiber Beads(R) products within the
State of Texas a minimum amount of Imbiber Beads(R) products must be purchased
from Imtech America, Inc. during this probationary period and that Nannaco
agrees to purchase a minimum of U.S. $75,OOO.OO worth of Imbiber Beads(R)
products during the one (1) year probationary period, the first purchase order
of U.S. $15,000.00 worth of Imbiber Beads products to be placed within two (2)
weeks of this probationary period's Commencement.
Nannaco, Inc. agrees that as part of Imtech America, Inc.'s assessment of
Nannaco Inc.'s abilities that Nannaco, Inc. will provide Imtech America, Inc.
with twelve (12) monthly sales reports within seven (7) days of each month's end
concerning Nannaco's Marketing and sales effort of Imbiber Beads(R)products.
Nannaco, Inc. shall have the right during this probationary period to use Imtech
America, Inc.'s trade marks in promoting the sale of lmbiber Beads(R)products
within the segment in the State of Texas and for the purpose of describing
itself as a recognized sales marketing representative of Imtech America, Inc.
and except as permitted in writing by Imtech America, Inc. for no other purpose
whatsoever.
Nannaco, Inc. agrees that it is solely responsible for the discharge of its
obligations and liabilities to third parties and shall have no right to
indemnity or contribution from Imtech America, Inc. or any of its' related
companies. Nannaco, Inc. agrees that it shall not incur any obligations nor make
any promise or represention on behalf of Imtech America, Inc.
Nannaco, Inc. agrees that in the "Spirit of Cooperation" between Imtech America,
Inc. and itself to progress the probationary term into a multi-year term
agreement.
By signing below I agree on behalf of Nannaco, Inc. as its' President/CEO, I
agree to abide by tbe terms and conditions as listed in this letter for a period
of one (1) year from the signing date.
/s/ Andrew DeVries Date: February 12, 2001
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Andrew DeVries III
President/CEO - Nannaco, Inc.
By signing this letter on behalf of Imtech America, Inc. as its' President, I
agree to abide by its' terms and conditions for a period of one (I) year.
/s/ John S. Brinkman Date: February 12, 2001
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John S. Brinkman
President - Imtech America, Inc.
IMBIBER BEADS is a registered trademarks of Imbibitive Technologies Corporation
((IMBIBER LOGO))
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