EXHIBIT 10.14
AMENDMENT TO AGREEMENT
BETWEEN ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇ .▇. ▇▇▇▇▇▇▇▇ & SONS LTD AND
PRIME BATTERY PRODUCTS LTD. APRIL 1ST 2003
To the following is an amendment to an agreement dated November the 1st 2002
between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and Prime Battery Products Ltd.
The following changes are agreed to:
1. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ agrees to relinquish its rights to perform all logistic
operations on behalf of Prime Battery Products Ltd. Subject to clause (2)
(3).
2. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ is the exclusive Canadian sales agent for Prime Battery
Products Ltd. for battery products sold through retailers, distributors,
OEM's and battery specialists. This agreement shall also cover the
following specific accounts in the United States: (a) ▇▇▇▇▇▇ and (b)
99stuff (c) Shop Rite (d) ▇▇▇▇▇ Close-Out Centers.
Prime Battery Products Ltd will retain all rights related to "School Fuel"
and "Mighty Cell" programs currently being developed by Prime Battery
Products Ltd. as well as retaining the right to have as house accounts any
hotel or hotel chain or nursing home or nursing home chain.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ SHALL ALSO BE PAID COMMISSIONS ON ANY CUSTOMER IN UNITED
STATES DEVELOPED BY ▇▇▇▇▇▇▇▇ BY WRITING A LEGITIMATE BUSINESS ORDER.
ADDITIONALLY ANY NON-INDUSTRIAL CUSTOMER IN THE UNITED STATES THAT GOES
INACTIVE FOR A PERIOD OF SIX MONTHS OR GREATER LOSES THE EXCLUSIVE
PROTECTION AND PRIME BATTERY PRODUCTS LTD. MAY APPOINT ANOTHER AGENT TO
CALL ON THAT CUSTOMER. DECISIONS REGARDING EXCLUSIVITY SHALL REMAIN WITH
PRIME BATTERY PRODUCTS LTD.
3. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will receive a commission based on the final net margins
including volume rebates of any invoice to a ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ customer.
The commission rate shall be: 8% ON MARGINS OF 25 % OR LESS, 9 % ON MARGINS
OF 25.1-35% AND 10% ON MARGINS AT 35.1% AND OVER. WHILE WE REQUEST AND
EXPECT AN INPUT FROM ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ON PRICING, FINAL PRICING DECISIONS
WILL REMAIN AT THE DISCRETION OF PRIME BATTERY PRODUCTS. THE COMMISSION
RATES SHALL APPLY TO CUSTOMERS IN NORTH AMERICA AND WHEN AGREED IN WRITING
TO OTHER TERRITORIES YET TO BE DETERMINED.
COMMISSIONS SHALL BE PAID ON THE FOLLOWING SCHEDULE:
CUSTOMER PAYMENTS RECEIVED BETWEEN THE 1ST AND 15TH OF ANY MONTH WILL BE
PAID ON THE 25TH OF THAT MONTH WHILE PAYMENTS RECEIVED BETWEEN THE 16TH AND
31ST WILL BE PAID ON THE 10TH OF THE FOLLOWING MONTH. WHEN MUTUALLY AGREED,
COMMISSION RATES MAY BE ADJUSTED ON LOWER MARGIN INVOICES.
4. ▇. ▇. ▇▇▇▇▇▇▇▇ shall be responsible for all costs relating to the operation
of ▇. ▇. ▇▇▇▇▇▇▇▇ and Sons and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, including any sales
commissions payable to sub agents of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, travel and
entertainment or any other expenses associated with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
While Prime Battery Products Ltd. may from time to time request ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ to travel on its behalf and in that event Prime will be
responsible for those expenses pre-approved by Prime Battery Products Ltd.
only. It is understood that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ is prohibited from making any
financial commitment, issuing purchase orders, signing contracts of any
kind verbal or written on behalf of Prime Battery Products Ltd.
5. It is understood that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is to resign his position as President
and Director of Prime Battery Products Ltd on execution of this amendment
to become its commissioned agent. It is also understood that in lieu of the
management fee previously paid for your services as President ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ will now receive a higher commission rate, will no longer be
burdened with the responsibilities and costs associated with logistics.
41
6. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be responsible for all order entry functions on
sales to their customers.
7. ▇. ▇. ▇▇▇▇▇▇▇▇ has agreed to allow Prime Battery Products to continue to
use the existing warehouse inventory and control system currently operated
on their computers. It s understood that this is a temporary solution
requiring online access to the warehouse module of ▇. ▇. ▇▇▇▇▇▇▇▇ and Sons'
computer software.
8. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ may transfer this agreement to another company controlled
by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ with written permission from Prime Battery Products
Limited. This written permission will not be unreasonably withheld. The
agreement referred to above and this amendment shall supersede any other
agreements in now place, verbal or written, and shall be in effect for a
period of one year. Mutual agreeable sales targets will be set each year.
If these sales targets are met the agreement will be automatically renewed
for a period of one year. If targets are not attained a 6 month warning
period will begin. If after 6 months they are still not attained, 3 months
notice of termination may be given.
------------------------------- -----------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Dated.
-------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness
------------------------------- ------------------
▇▇▇▇▇▇ ▇. Pearl Dated
Prime Battery Products Ltd.
------------------------------- -----------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Dated.
▇. ▇. ▇▇▇▇▇▇▇▇ & Sons Ltd.
42