DISTRIBUTION AND LICENSING AGREEMENT
This DISTRIBUTIQN AND LICENSING AGREEMENT (the "Agreement") is made and
entered into as of this 12th day of May, 1998 by and between BAYWOOD
INTERNATIONAL, LTD., a Nevada corporation ("BII") and BAYWOOD NUTRITIONALS, SA.,
a(n) CHILOAN corporation ("BNSA").
WHEREAS: BII is a marketer of health and nutrition products and other
BII-authorized products (collectively referred to herein as "BII Products") and
desires to contract with BNSA for the sales and marketing of BII Products in
Mexico, Central America and South America (the "Territory") in accordance with
the terms and provisions of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the sufficiency of which is hereby acknowledged by each of the parties
hereto, the parties hereby agree as follows:
1. TERM OF AGREEMENT. The term of this Agreement shall be in perpetuity
unless agreed otherwise by both BII and BNSA in writing within at least ninety
(90) calendar days prior to any intent not to continue this Agreement or unless
either BII or BNSA is in breach of the agreement, and such breach is not
remedied or forgiven by the other party within thirty (30) calendar days
pursuant to Section 19 herein.
2. MARKETING RIGHTS. BII hereby grants, and BNSA hereby accepts, the
exclusive right to sell and market BII Products in the Territory and a first
right of refusal to market all other products that Baywood introduces in the
Territory pursuant to the terms and provisions of this Agreement.
3. GENERAL OBLIGATIONS.
3.1 Distribution and Marketing Obligations. BNSA agrees to use
its best efforts during the term of this Agreement to actively promote,
in all lawful ways and to the maximum extent possible, the marketing
and sale of BII Products in the Territory.
3.2 Presentation of BII Products and Image. BNSA shall present
BII Products in a manner which informs such channels properly as to the
specifications, features, benefits and applications of the BII
Products.
3.3 Business Conduct. BNSA shall conduct its operations in a
manner which shall not reflect adversely upon the reputation, quality
or credibility of BII or the BII Products.
3.4 Complaints. In the event that BNSA becomes aware of any
complaints, charges or claims concerning BII or the BII Products, BNSA
shall immediately notify BII of such complaints, charges or claims.
BNSA shall respond to such complaints only as directed by BII after
consultation with BII.
3.5 Compliance With Laws. BNSA shall comply with all
applicable international, national, territorial, state and local laws
and regulations in performing its duties hereunder.
3.6 BNSA Authority. BNSA shall have no authority to bind BII
by any promise or representation, unless specifically authorized in
writing to do so.
3.7 Other Product Lines. BNSA may market and sell products
other than the BII Products. It is understood that via the Board of
Directors of BNSA, BII will be informed of any such products that are
integrated as part of BNSA's marketing plan so that such products that
use BII's name are consistent with BII's direction in the natural
products industry.
4. PRICING, The current price schedule for BII Products is set forth on
Exhibit "A" attached hereto and made a part hereof. No assurance can be given by
BII as to what actual retail price for BII Products to the marketplace will be
or what the actual price margins for BII Products will be since such margins are
determined by the marketplace and customer demand, and the actual price charged
for BII Products will be independently determined. Notwithstanding the
foregoing, the pricing of the BII Products charged by BII may be subject to
change as BII's costs may change. Any such changes in the costs of products to
BII will change BII's pricing to BNSA according the same pricing structure which
includes the new cost plus 10%.
5. GENERAL BII OBLIGATIONS. BII agrees to deliver BII Products, at
BNSA's expense, to BNSA during this Agreement. BII shall also provide such
product support as, in BII's sole judgment, is reasonably required by BNSA for
BNSA's sale and marketing of the BII Products. BII shall provide the BII
Products undamaged and in a "saleable" quality. BII does not guarantee the
resale of any BII Product. Since BII Products are manufactured by third parties
and are subject to regulatory factors, trade regulations and availability of
common carriers, BII's obligation shall be to use reasonable efforts to fill all
orders. In the event of product shortages, BII may allocate available BII
Products to the third-party distributorship and retail locations specified by
BNSA based upon factors such as prior order volume, sales growth and other
criteria developed by BII in its sole discretion. All final sales and pricing
for the Products shall be at the sole and absolute discretion of BNSA.
6. PRODUCT INFORMATION. Upon the written request of BNSA, BII shall
provide BNSA with information regarding the BII Products reasonably required by
the BNSA for the sale and marketing of the BII Products.
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7. BNSA COVENANTS. WARRANTIES AND REPRESENTATIONS. BNSA acknowledges
that its strict performance of the obligations of this Agreement is essential to
the success of its sales and marketing of BII Products. BNSA therefor,
covenants, represents and warrants the following to BII:
7.1 Licenses and Permits. BNSA holds all necessary
international, national, state, territorial and local licenses and
permits (the "BNSA Permits") required for the sale and marketing of BII
Products to distributors, retail locations and directly in accordance
with applicable law. BNSA will maintain all such licenses and permits
and obtain such additional licenses and permits as may, in the future,
be required from time to time by applicable law. BNSA shall also
require all distributors and retail locations to whom it distributes to
be properly licensed for the selling of BII Products and all such sales
by such parties shall comply with applicable law.
7.2 No Actions or Proceedings. There are no actions or
proceedings pending or contemplated within the knowledge of BNSA that
would in any way jeopardize any BNSA Permits.
7.3 Authority. BNSA is in good standing under the laws of the
state, territory and nation in which it is located, has all requisite
corporate or organizational authority required to perform its
obligations under this Agreement and has taken all corporate or
organizational actions required for the performance of its obligations
under this Agreement.
7.4 No Violation of Agreements. BNSA's performance of its
obligations under this Agreement will not violate any agreement or
contract to which it is a party.
8. PRICING. ORDERS AND PAYMENT.
8.1 Product Cost. The cost of the BII Products to BNSA shall
be at Baywood's cost plus ten percent (10.0%). Currently, all BII
Products are listed on Exhibit "A" and are accepted by BNSA, and all
distributors and retail locations to whom BNSA distributes, in advance
of sales. Additions or subtractions of items are made to the product
list upon mutual agreement.
8.2 Placement of Orders. All orders for BII Products (each a
"BII Product Order" and collectively "BII Product Orders") shall be
placed by BNSA in the manner and using such systems as specified by
BII's ordering policies and procedures then in effect (the "BII Order
Policies"). BII may, from time to time, change or modify the
requirements and procedures of the BII Order Policies upon provision of
five (5) business days written notice of such changes or modifications
to BNSA. All orders are subject to acceptance by BII.
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8.3 Terms of Payment: Late Payment. Terms of payment for each
BII Product Order shall be Net 30 and payable in U.S. Dollars only. The
terms of payment shall be specified in the invoice provided by BII to
BNSA (the "BII Invoice") upon delivery of the BII Products specified by
the BII Invoice. If full payment of the amount due and owing pursuant
to a BII Invoice is not made to BII by BNSA on or before the date on
which such payment is due (the "Due Date"), BNSA shall be charged a
late fee equal to one percent (1%) per month of the total past due
payments.
9. BII POLICIES AND PROCEDURES. BII understands that the sales and
marketing programs and policies established by BNSA within the territory are
unique to that territory and that BII will be a party to any discussions via the
Board of Directors of BNSA.
10. ADVERTISING AND MARKETING MATERIALS. Except for any materials
provided to BNSA by BII, BII understands that any and all marketing or sales
materials related to the BII Products will be discussed with BII via the Board
of Directors of BNSA.
11. TRADE PRACTICES AND WARRANTIES. BNSA shall at no time engage in any
unfair trade practices with respect to BII or the BII Products and shall make no
false or misleading representations or claims with respect to BII or the BII
Products. BNSA shall refrain from communicating any representations, guarantees
or warranties with respect to the BII Products, except such as are expressly
authorized by BII in writing or are set forth in written materials provided by
BII.
12. FOREIGN CORRUPT PRACTICES ACT REPRESENTATIONS AND WARRANTIES. BNSA
acknowledges that the Company is relying upon the following representations and
warranties to determine that the distribution and licensing contemplated by this
Agreement does not violate the Foreign Corrupt Practices Act of 1977, as amended
("FCPA") or any similar federal or state law prohibiting corrupt influence of
foreign public officials or govermnents. BNSA represents and warrants that, in
conjunction with the distribution of BII Products under this Agreement, BNSA has
not, and will not take any action to further any offer, payment, promise or
giving anything of value to--
(a) any foreign official, foreign political party (or party official or
candidate) for purposes of (i) influencing any act or decision of such party or
persons in their official capacity, or (ii) inducing such party or persons to do
or omit to do any act in violation of their lawful duty, or (iii) to use their
influence with a foreign government or instrumentality thereof to affect or
influence any act or decision of such government or instrumentality, in order to
assist BII or any other U.S. person or entity domiciled or principally located
in the U.S. in obtaining or retaining business with, or directing business to,
any person; or
(b) any person, while knowing or being aware of a substantial
likelihood that all or a portion of such money or thing of value will be
offered, given, or promised, directly or indirectly, to the persons or entities
and for the purposes referred to in subsection (a)
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13. INDEPENDENT CONTRACTOR. BII and BNSA specifically agree that for
all purposes hereunder, BNSA is, and shall be deemed to be, an independent
contractor. Neither BNSA nor BNSA's employees, agents or representatives shall
be deemed to be employees, agents or representatives of BII, nor shall any of
them have the power to enter into any contract, agreement or obligation on
behalf of BII or to otherwise legally bind BII in any way, nor enlarge upon or
extend any warranty or representation regarding BII Products beyond that made by
BII or the manufacturer of such products. BNSA shall be free to devote such
portion of its time, energy and skill thereto as it shall deem fit and to such
persons, firms or businesses as it deems advisable. Nothing contained in this
Agreement shall be construed as making BNSA a joint venturer, partner, employee
or agent of BII, nor shall either party have authority to bind the other in any
manner, it being the intent of the parties that each shall remain an independent
contractor responsible for its own actions. BNSA shall be responsible for all
costs incurred by BNSA in the performance of its obligations under this
Agreement.
14. INSURANCE. LICENSES AND TAXES. BNSA shall be responsible for
obtaining and paying for any and all bonds, insurance and licenses required for
BNSA's sale and marketing of the BII Products. Except for tobacco taxes required
by the state of delivery in the United States to be paid on BII Products, which
BII shall collect and pay unless prohibited by the law in that particular state,
BNSA shall also be further responsible for the collection, payment and reporting
of any and all taxes required by any federal, state, territorial or local
government including, but not limited to, any and all sales, use, employee
withholding, use and valued added taxes.
15. CONFIDENTIAL INFORMATION. BNSA recognizes that as a result of this
relationship, BNSA has in the past and may in the future develop, obtain or
learn about certain information which is the property of BII, or which BII is
under an obligation to treat as confidential (as defined below "Confidential
Information").
a. Agreement to Protect Confidential Information. BNSA agrees
to use its best efforts and the utmost diligence to guard, protect and
keep confidential said Confidential Information, and BNSA agrees that
BNSA will not, during or for a period of three years after the period
of this Agreement, use for BNSA or others, or divulge to others any of
said Confidential Information which BNSA may develop, obtain or learn
about during or as a result of its BNSA relationship with BII, unless
authorized to do so by BII in writing or that is already in the public
domain.
b. Definition of Confidential Information. For the purposes of
this Agreement, the term "Confidential Information" shall include but
not be limited to the following: customer lists outside of the
Territory; business contacts; business plans; all intellectual property
including all patents, trademarks, trademark registration and
applications, service marks, copyrights, trade secrets, and know-how;
books and records including lists of customers outside of the
Territory; processes; technology; or any information of whatever nature
which gives to BII an opportunity to obtain an advantage
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over their competitors who do not know or use it. Additionally, any
document or information deemed to be confidential by BII under this
section shall be stamped "CONFIDENTIAL". Notwithstanding the foregoing,
both parties acknowledge that BII, as a public company, may be required
to provide notice of this Agreement in press releases and reports filed
with the Securities and Exchange Commission.
c. No Contact with BII's Customers and Others. Except as
authorized by this Agreement or otherwise by BII in writing, BNSA
agrees it shall not contact directly or indirectly any of BII's
customers outside of the Territory.
d. Injunctive Relief for Breach, In the event of a breach or
threatened breach by the BNSA of the provisions of this section, BII
shall be entitled to an injunction restraining the BNSA from
disclosing, in whole or in part, any confidential information, or from
rendering any services to any person, firm, partnership, joint venture,
association, or other entity to whom such confidential information, in
whole or in part, has been disclosed. Nothing herein shall be construed
as prohibiting BII from pursuing any other remedies available to BII
for such breach or threatened breach, including the recovery of damages
from the BNSA.
16. INTELLECTUAL PROPERTY RIGHTS.
16.1 Property of BII All intellectual property rights related
to or regarding the BII Products and this Agreement, including all
trademarks, logos, copyrights, trade names, trade designations, trade
dress, patents, inventions, know-how, business methods, trade secrets
and other intellectual property rights (together, the "Intellectual
Property"), are and shall remain the property of BII. BNSA
acknowledges that it has paid no consideration to obtain any right in
such Intellectual Property and shall acquire no interest in the
Intellectual Property by virtue of this Agreement or the performance of
its duties hereunder.
16.2 Infringement of Intellectual Property. BNSA shall
promptly inform BII of any action or conduct of any person which may
infringe upon any of BII's rights in and to the Intellectual Property.
BII shall have the sole discretion whether to take legal action against
any such infringement and any damages or other monies recovered on
account of such infringement, whether by judgment, settlement or
otherwise, shall belong exclusively to BII. BNSA shall cooperate fully
with BII in connection with any legal action taken by BII in connection
with any such infringement.
16.3 Use of Intellectual Property. During the term of this
Agreement, BNSA shall have the right to use the Intellectual Property
in the promotion of BII Products. However, except for Intellectual
Property contained in materials provided to BNSA by BII expressly for
use in the distribution, sale and marketing of the BII Products, any
use of Intellectual Property by BNSA or the distribution or retail
locations to whom BNSA
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distributes shall be subject to BII's prior, written approval, which
approval shall be obtained by BNSA at least ten (10) days prior to such
use of the Intellectual Property and provided further that all such use
shall disclose the Intellectual Property in a manner to preserve its
value and ownership rights. BNSA shall refrain from using, in any
manner which BII, in its sole discretion, may consider misleading or
otherwise objectionable, the Intellectual Property or any other names
closely resembling the trademarks and trade names comprising part of
the Intellectual Property. Upon the termination of this Agreement, BNSA
shall immediately discontinue any and all use of the Intellectual
Property.
16.4 Limited Grant of Non-Exclusive License for BII Name. BII
will grant BNSA a limited, non-exclusive license to use the name
"Baywood" in South America for its company name and marketing purposes,
but BII retains all other ownership rights to the Baywood name.
17. COVENANT NOT TO COMPETE.
a. Interests to be Protected. The parties acknowledge that
during the term of this Agreement, BNSA and BII will each gain valuable
insight as to each others operations, personnel and need for services.
In addition, BNSA and BII may be exposed to, have access to, and be
required to work with, a considerable amount of each other's
confidential and proprietary information, including but not limited to:
information concerning each other's methods of operation, strategic
planning, operational strategies, marketing plans and strategies,
acquisition strategies, and customer leads. The parties also expressly
acknowledge that each party provides a highly specialized service and
replacing either party in this position would require BII to incur
substantial expense. The parties expressly recognize that should BNSA
compete with BII in any manner whatsoever outside of the Territory, it
could seriously impair the goodwill and diminish the value of BII's
business. The parties acknowledge that the covenant not to compete
contained in this section has an extended duration; however, they agree
that this covenant is reasonable and it is necessary for the protection
of BII and BNSA, its shareholders and employees. For these and other
reasons, and the fact that there are many other opportunities available
to BII and BNSA if this Agreement should terminate, the parties are in
full and complete agreement that the following restrictive covenants
are fair and reasonable and are freely, voluntarily and knowingly
entered into. Further, each party was given the opportunity to consult
with independent legal counsel before entering into this Agreement.
b. Restrictions on Competition. BII and BNSA each agree that
it shall not during the term of this Agreement and for a period of one
(1) year from the date of termination of this Agreement, directly or
indirectly, either as partner, shareholder, joint venturer, consultant,
member or otherwise, own any interest in, manage, control, or in any
manner compete, directly with the business of BII outside the Territory
or BNSA inside the Territory from the date of the Agreement's
termination. At any time and from
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time to time, each party agrees, at its expense, to take action and to
execute and deliver documents as may be reasonably necessary to
effectuate the purposes of this Covenant.
c. Judicial Amendment. If the scope of any provision of this
covenant not to compete is found by any Court to be too broad to permit
enforcement to its full extent, then such provision shall be enforced
to the maximum extent permitted by law. The parties agree that the
scope of any provision of this Agreement may be modified by a judge in
any proceeding to enforce this Agreement, so that such provision can be
enforced to the maximum extent permitted by law. If any provision of
this Agreement is found to be invalid or unenforceable for any reason,
it shall not affect the validity of the remaining provisions of this
Agreement.
d. Injunction: Remedies for Breach. Since a breach of the
provisions of this section of this Agreement could not adequately be
compensated by money damages, BII and BNSA shall be entitled, in
addition to any other right or remedy available to it at law or equity,
to an injunction restraining the breach or threatened breach and to
specific performance of any provision of this section of this
Agreement, and, in either case, no bond or other security shall be
required in connection therewith, and the parties hereby consent to the
issuance of such an injunction and to the ordering of specific
performance.
18. INDEMNIFICATION. If any action is brought against BII or its
affiliates, subsidiaries, officers, directors, shareholders, representatives or
agents as a result of the actions of BNSA, its affiliates, subsidiaries,
officers, directors, shareholders, representatives or agents, and if BII is
required to incur costs for legal fees or court costs as a result thereof and if
the BII loses such action or if it is determined by a court of competent
jurisdiction that the actions of BNSA, its affiliates, subsidiaries, officers,
directors, shareholders, representatives or agents were a cause or contributing
cause of BII suffering damage, then in that event, BNSA shall reimburse and
indemnify BII and its affiliates, subsidiaries, officers, directors, or agents
for all damages suffered, including the amount of any judgment, reasonable
attorney fees, court and collection costs. BII will indemnify BNSA and its
directors, officers and shareholders from any products liability claims relating
to the BII Products distributed by BNSA pursuant to this Agreement.
19. TERMINATION. In addition to the non-renewal provisions of Paragraph
1 of this Agreement, the Agreement may be terminated as follows:
19.1 By BII. Subject to the applicable cure periods, BII may
terminate this Agreement upon the occurrence of any of the following
events:
19.1.1 The institution of insolvency, bankruptcy or
similar proceedings by or against BNSA, any assignment or
attempted assignment by BNSA for the benefit of creditors, or
any appointment, or application for such appointment, of a
receiver for BNSA.
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19.1.2 BNSA's failure to adequately cure, in BII's
sole and complete discretion, any breach of any terms or
covenants of this Agreement within forty-five (45) days of BII
sending written notice of such breach to BNSA.
19.1.3 BNSA's failure to pay any amounts due to BII
hereunder within forty-five (45) days of BII sending written
notice of such failure to pay to BNSA.
19.2 By BNSA. Subject to the applicable cure periods, BNSA may
terminate this Agreement upon the occurrence of any of the following
events:
19.2.1 The institution of insolvency, bankruptcy or
similar proceedings by or against BII, any assignment or
attempted assignment by BII for the benefit of creditors, or
any appointment, or application for such appointment, of a
receiver for BII.
19.2.2 BII's failure to deliver any of the goods as
specified by an accepted BII Product Order within forty-five
(45) calendar days of BII's receipt of written notice from
BNSA of such failure to deliver.
20. DISCLAIMER OF IMPLIED WARRANTIES. Unless considered unenforceable
or unlawful under applicable law, all implied warranties relating to any
products sold by BII to BNSA, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE are hereby
disclaimed. BII's liability, if any, to BNSA for alleged defective products
shall, under any legal or equitable theory, be limited to repair or replacement
of the product, at the sole option of BII, and shall in no event include damages
of any kind, whether incidental, consequential or otherwise.
21. AGREEMENT TO PERFORM NECESSARY ACTS. Each party to this Agreement
agrees to perform any further acts reasonably required under the terms of this
Agreement and to execute and deliver any documents which may be reasonably
necessary to carry out the provisions of this Agreement.
22. GOVERNING LAW. This Agreement has been made and entered into in
the State of Arizona and, subject only to applicable international law, shall be
construed in accordance with the laws of the State of Arizona, United States of
America, excluding its choice of law provisions. The parties agree that, subject
only to applicable international law, the Courts of Arizona, including Maricopa
County, Arizona Superior Court shall be the proper and exclusive forum for any
action relating to a dispute between the parties arising out of, or related to,
this Agreement. Each party consents to the in personam jurisdiction of said
court.
23. ENTIRE AGREEMENT. This Agreement, together with any exhibits,
schedules and other documents contemplated hereby, constitute the final written
expression of all of the agreements between the parties, and is a complete and
exclusive statement of those terms. It
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supersedes all understandings and negotiations concerning the matters specified
herein. Any representations, promises, warranties or statements made by any
party that differ in any way from the terms of this written Agreement, and the
exhibits, schedules and other documents contemplated hereby, shall be given no
force or effect. The parties specifically represent, each to the other, that
there are no additional or supplemental agreements between them related in any
way to the matters herein contained unless specifically included or referred to
herein. No addition to or modification of any provision of this Agreement shall
be binding upon any party unless made in writing and signed by all parties.
Furthermore, no course of prior dealings between the parties and no usage of the
trade shall be relevant to supplement or explain any term used in this
Agreement. Acceptance or acquiescence in a course of performance rendered under
this Agreement shall not be relevant to determine the meaning of this Agreement
even though the accepting or acquiescing party has knowledge of the nature of
the performance and opportunity for objection. Each of the exhibits and
schedules hereto, if any, is incorporated herein by this reference and
constitutes a part of this Agreement.
24. GENDER. When the context in which the words are used in this
Agreement indicate that such is the intent, the singular and plural number shall
be deemed to include the other, and, the masculine, feminine and neuter genders
shall be deemed to include the other. The term "person" shall include an
individual, corporation, partnership, trust, estate or any other entity.
25. ATTORNEYS' FEES. The prevailing party in any dispute arising under
this Agreement shall be entitled to receive its costs, fees, and expenses,
including attorneys' fees. Reasonable attorneys' fees shall be determined by the
court and not a jury.
26. SURVIVAL. Any obligation or agreement herein which has not been or
cannot be fully performed prior to the termination or expiration of this
Agreement shall survive such termination or expiration.
27. NOTICES. The service of any notice provided for in this Agreement
shall be complete and effective on the date such notice is placed in the United
States Mail, certified or registered with return receipt requested, postage
prepaid, and addressed to the respective parties as follows:
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to BII:
BAYWOOD INTERNATIONAL, INC.
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C.
Attention: ▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇-▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
to BNSA:
BAYWOOD NUTRITIONALS, S.A.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Facsimile: O11 (▇▇) ▇▇▇ ▇▇▇▇▇
28. SECTION HEADINGS. The section headings contained in this Agreement
are for convenience only and shall in no manner be construed as a part of this
Agreement.
29. SEVERABILITY. In case any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision, and this Agreement shall be construed as
if such invalid, illegal, or unenforceable provision had never been included in
the Agreement.
30. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute the same instrument, For the purposes of this Agreement, a facsimile
signature shall be deemed an original.
31, BINDING ON SUCCESSORS AND ASSIGNS. Subject to the provisions
herein, all covenants and agreements in this Agreement shall extend to and be
binding upon the heirs, legal representatives, successors and assigns of the
respective parties hereto.
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands as
of the date first above written.
"BII" "BNSA"
BAYWOOD INTERNATIONAL, LTD. BAYWOOD NUTRITIONALS, S.A.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Faez
---------------------------- ---------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Faez
Chief Executive Officer General Manager
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EXHIBIT A
PRICE SCHEDULE