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EXHIBIT 10.83
ADDENDUM TO THE MANUFACTURING AND SUPPLY AGREEMENT
DATED APRIL 11, 1996
This Addendum Agreement ("the Addendum Agreement") to the Manufacturing and
Supply Agreement ("the Master Agreement") is made effective on the 26th day of
July, 1996 ("Effective Date") by and between Wilshire Technologies, Inc.
("WTI"), a California corporation with a place of business at 0000 Xxxxxxx
Xxxxxxx, Xxxxx X, Xxxxxxxx, Xxxxxxxxxx 00000 and Advanced Barrier Technologies,
Inc. ("ABT"), a California corporation with a place of business at 0000 Xxxxxxxx
Xxx, Xxxxxxxxx, Xxxxxxxxxx, 00000.
RECITALS
WHEREAS, WTI, a manufacturer and supplier of polyurethane, breathable gloves
used for specialized applications in the electronics industry, and ABT, a
manufacturer with a production facility in Tijuana, Mexico, entered into the
Master Agreement dated April 11, 1996;
NOW THEREFORE, the parties hereto agree to amend certain sections of the Master
Agreement which are hereby superseded by the amended sections as follows:
1.3 WTI Equipment shall mean the special production equipment listed on
Exhibit A of the Master Agreement and the R & D Equipment listed on Exhibit D of
the Addendum Agreement attached hereto, owned by WTI and installed at the
Tijuana Facility for the purpose of manufacturing the Product.
3.1 WTI shall procure the WTI Equipment at its expense. WTI will pay
the WTI Equipment suppliers directly per the terms agreed between such suppliers
and WTI. WTI will maintain a xxxxx cash fund for purchases of small parts needed
to install the WTI Equipment. WTI will pay ABT to install the WTI Equipment in
the Tijuana Facility in accordance with the terms of payment for Phase 1 in
Exhibit C of the Master Agreement and in Exhibit E to this Addendum Agreement.
All title and ownership in the WTI Equipment shall be retained by WTI, and ABT
shall not permit any lien or third party claim to be asserted with respect to
the WTI Equipment. Further, ABT shall cooperate with WTI to ensure that all WTI
Equipment is clearly and conspicuously labeled "Property of Wilshire
Technologies, Inc."
4.2 The sole and exclusive compensation payable by WTI to ABT for the
Manufacturing Services will be as listed on Exhibit C to the Master Agreement
and Exhibit E to this Addendum Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum
Agreement to the Master Agreement to be executed by their duly authorized
representatives.
WILSHIRE TECHNOLOGIES, INC. ADVANCED BARRIER TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. By: /s/Xxxxx X. Xxxx
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Xxxxxxx X. Xxxxxxxx, Xx. Xxxxx X. Xxxx
Title: President & CEO Title: President
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Date: 7/25/96 Date: 7/25/96
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ADDENDUM TO THE MANUFACTURING AND SUPPLY AGREEMENT
DATED APRIL 11, 1996
EXHIBIT D
WTI R & D Equipment
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ADDENDUM TO THE MANUFACTURING AND SUPPLY AGREEMENT
DATED APRIL 11, 1996
EXHIBIT E
MANUFACTURING SERVICES PAYMENTS
FOR THE WTI R & D EQUIPMENT
PHASE 1 - PREPARATION OF FACILITY AND INSTALLATION OF EQUIPMENT
Term: From the Effective Date of this Addendum Agreement until the date
that the WTI R & D Equipment has operated for one Shift. A "Shift"
is defined as 48 hours per week.
Payments: WTI will pay ABT $45,000. upon signing of this Addendum Agreement as
reimbursement for the labor and materials costs related to
installation in the Tijuana Facility, according to WTI
specifications, of the following:
(1) Electrical wiring and transformers (5) Air Compression
(2) Ventilation ducts (6) Air Conditioning
(3) R/O Water Treatment (7) Plumbing
(4) Hydraulics (8) Building Modifications
In return for receiving the full payment in advance, ABT will use
its best efforts to complete the improvements described above by
September 15, 1996.
To eliminate duplication in the facility preparation costs for the
production plant, the following items in Exhibit C of the Master
Agreement will be reduced by approximately $20,000: (1) Air
Compression, (2) Hydraulics, and (3) Building Modifications
WTI will pay $500 per day, per person, plus travel expenses, for up
to two people to assist in the equipment removal and preparation for
shipment in England.
PHASE 2 - PRODUCTION
Term: From the date that the WTI R & D Equipment operates for one Shift
until this Addendum Agreement is terminated. A "Shift" is defined as
48 hours per week. A "Unit" is defined as one glove.
Payments: WTI will pay ABT $7,500. per month for the use of approximately
10,000 square feet in ABT's Tijuana Facility, plus $0.10 per Unit of
the Product produced by the WTI R & D Equipment. ABT shall pay all
rent, insurance, and taxes, and provide at its expense all skilled
personnel and related utilities as provided in the Master Agreement.
At the conclusion of each production week, ABT shall forward its
invoice for such manufacturing service fees to WTI via fax. WTI
shall pay such invoices on a net 30 day basis from the date of such
invoice.
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