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EXHIBIT 10.8
[▇▇▇▇▇ INTERNATIONAL DEVELOPMENTS LTD. LETTERHEAD]
January 2, 1998
Agreement between:
▇▇▇▇▇ International Developments Limited ("▇▇▇▇▇")
and
International Technology Packaging ("ITP")
▇▇▇▇▇ and ITP hereby agree as follows:
As of January 2, 1998, and for two years only, regarding machine sales,
quotations, follow up, machine and/or project financing of ▇▇▇▇▇'▇ prospective
clients only those as designed by ▇▇▇▇▇ or as separately located and negotiated
fully by ITP only in North America, ▇▇▇▇▇ shall pay every 2 weeks all ITF
related and modest expenses such as air fares, hotels, but no salaries. ▇▇▇▇▇
shall require complete detailed documentation and receipts for same with trip
and customer reports. This agreement supercedes any previous agreements. All
travel points must be used only for ▇▇▇▇▇'▇ business.
ITP's position will be that of an independent sales and finance agent and
consultant to ▇▇▇▇▇ clients in North America. ITF will keep ▇▇▇▇▇ fully
informed in detail with copies of all documentation or information received
from or pertaining to all potential designated clients.
For all sales of all large and small machine sales in North America, for
selling at full price as designated by ▇▇▇▇▇ ▇▇▇▇▇ list and in full accordance
with ▇▇▇▇▇'▇ standard terms and conditions. ▇▇▇▇▇ shall pay to ITP the agreed
upon three percent (3%) for "Large Machine Sales" and five percent (5%) amounts
for all "Small Machine Sales" respectively which are sold in the North American
market by ITF. This constitutes an exclusive sales territory for ITP, and only
credit for all sales in North America that ITP sold at full price and standard
terms and conditions.
However ▇▇▇▇▇ shall not pay any commission on dies for "Small Machines". Also
▇▇▇▇▇ shall increase the ITF commission only on the first four (4) "Small
Machines" sold to 7% (instead of the above 5%) and a corresponding increase in
the proposal price shall be made from the ▇▇▇▇▇ 1998 list price in advance of
the sale (see attached Appendix #1 showing selling prices for 1998 including 3%
commission on "Large Machines" and 7% commission on "Small Machines" calculated
by dividing ▇▇▇▇▇ 1998 and 1999 prices by 0.97 and 0.93 respectively. Also for
a two (2) year ▇▇▇▇▇ shall advance to ITF $2000 US per month against anticipated
sales commissions and such accumulated amount shall be justified every six (6)
months and credited against outstanding commissions or otherwise it shall be
paid back to ▇▇▇▇▇ whichever as the result of such justifications not credited
to ITP.
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For clients in North America, ITP will assist with sales, ▇▇▇▇▇ shall insist
that ITP instruct ▇▇▇▇▇ to ▇▇▇▇-up or increase the standard 1998 and 1999 ▇▇▇▇▇
prices, for any ▇▇▇▇▇ "Large Machines" herein defined as "48-2-125 or larger"
to include a 3% commission (ie for 3% commission to be included divide 1998/9
prices by 0.97) and for machines smaller than 48-2-125 (herein defined as
"Small Machines") shall include 7% commission for 1998 and 5% commission for
1999 (ie divide proposal prices by 0.93 and 0.95 respectively). Any different
▇▇▇▇-ups or prices or terms must be agreed to by ▇▇▇▇▇ in advance in writing
and signed by ▇▇▇▇▇.
Outside of North America, ITP shall not negotiate with any ▇▇▇▇▇ potential
clients, for the purpose of assisting with sales of machinery or moulded pulp
products or financing, that ▇▇▇▇▇ has not agreed to and designated to ITP in
writing but it may do so with other sourced or found by ITP on its own if ▇▇▇▇▇
has not been in contact with them already or located at our booth at trade
shows except if agreed in signed written form as an agreed client list for ITP
to pursue. ITP shall not sell moulded pulp products made on non-▇▇▇▇▇ machines
nor sell nor finance nor lease any non-▇▇▇▇▇ machines, parts, or dies to or for
any customer.
The ▇▇▇▇-up amounts of initially three and five percent (or 7%) are only to be
paid to ITP if the following events occur:
▇▇▇▇▇ shall pay to ITP $10,000.00 U.S. per client that as a result of ITP, the
said clients pay $100,000.00 U.S. to $200,000.00 U.S. "non-refundable
next-in-line status" fee for large machines (or a minimum of $50,000.00 U.S. on
RP4200 and smaller machines) against signed, initialled and unchanged ▇▇▇▇▇
proposals. This $10,000.00 U.S. will be applied as a credit against the three
to seven percent ▇▇▇▇-up amount(s) should the sale(s) be completed. Should the
sale not be completed in an acceptable time frame to ▇▇▇▇▇ and the
non-refundable next-in-line status deposit is forfeited by the client, then the
$10,000.00 U.S. paid to ITP is deemed to be earned. Any legal fees paid to
protest the non-refundable nature of the deposit or settlement amounts paid
shall be deducted from money owing or paid to ITP. However, ITP shall only pay
its proportionate share of the legal costs and proportionate share of any
negotiated settlement amounts agreed to by ITP and ▇▇▇▇▇ (eg. if a $1000,000
deposit is received and $10,000 is paid to ITP, then ITP's proportionate share
would be [10,000/100,000] x 100 = 10%)
For any clients from which ITF obtains a $100,000.00 U.S. to $200,000.00 U.S.
(or a minimum of $50,000.00 U.S. on RP4200 and smaller machines)
"non-refundable next-in-line status" fee paid to ▇▇▇▇▇ and/or if ITP provides
successful financing which ▇▇▇▇▇ and ▇▇▇▇▇'▇ customer accepts for a 48-2-125 or
larger machine standard contract which has no holdbacks and no "strings"
attached for ▇▇▇▇▇ such as "ultimate net loss guarantees", EPC or personal or
corporate guarantees by ▇▇▇▇▇ or overprices to later be refunded or discounts or
clauses modified and giving risk to ▇▇▇▇▇, etc. with full quoted price or
without holdbacks, etc. unless agreed to in writing by ▇▇▇▇▇ to ITP and the
Buyer, only then will ▇▇▇▇▇ pay the three (3%) percent for 48-2-125 and larger
machines (or five (5%) percent (or 7% as noted) for smaller than 48-2-125
machines) ▇▇▇▇-up to ITP in U.S. funds and furthermore only on the following
successfully completed milestones as set out below:
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1) $10,000.00 U.S. payable to ITP if, and only if, the $200,000.00 U.S.
(minimum $100,000.00 U.S.) non-refundable next-in-line status fee is
received and accepted by ▇▇▇▇▇ along with the unchanged contract duly
signed and all pages initialled by the Buyer.
2) Thirty percent (30%) of the three (3%) percent for larger machines (or of
the 5% to 7% percent for smaller machines) ▇▇▇▇-up amount on the designated
equipment, less any $10,000.00 payments noted above less ITPF expenses paid
by ▇▇▇▇▇ prior to the sale shall be payable in U.S.D. to ITP only on or
after receipt and acceptance by ▇▇▇▇▇ of the standard full size machine
contract as quoted and duly signed and all pages initialled by the Buyer
without any special "strings" attached or holdbacks or discounts or changed
terms unless agreed to by ▇▇▇▇▇ in writing to ITP as well as receipt and
acceptance by ▇▇▇▇▇ of the thirty (30%) percent deposit, as well as an
irrevocable letter of credit for the balance of the full contract amount
and in full accordance with the terms and conditions of the contract and
furthermore agreed to in writing by ▇▇▇▇▇ and confirmed by the Bank of Nova
Scotia in Canada. ITP share of expenses deducted from commissions for said
new clients shall be only for those expenses related to activities to
secure and conclude financing and contracts for said new clients and share
of general office expenses charged by ITP.
3) For the sale of designated large size machines, $5,000.00 U.S. will be
payable to ITP every 30 days after the receipt and acceptance by ▇▇▇▇▇ of
the thirty percent (30%) deposit and the irrevocable letter of credit
confirmed by the Bank of Nova Scotia for the balance, as a draw against the
balance of the three percent fee less the ten thousand ($10,000.00 U.S.)
fee paid initially when ▇▇▇▇▇ received the next-in-line status deposit less
the proportion of expenses paid to ITP by ▇▇▇▇▇ prior to the sale (as noted
in (2) above) and less any advances paid by ▇▇▇▇▇ to ITP or any amount owed
by ITP to ▇▇▇▇▇.
4) The balance of the three (3%) percent ▇▇▇▇-up, if any, shall be payable to
ITP in U.S. funds only upon receipt of the final payment and upon delivery
and final acceptance of the equipment without backcharges by the Buyer.
Backcharges that are warranty or ▇▇▇▇▇'▇ fault are for ▇▇▇▇▇'▇ expense.
Other backcharges shall not exceed the commission after expenses are
deducted. ITP shall have the opportunity to rectify said backcharges.
5) For sale of designated machines smaller than 48-2-125, on terms noted
above, the five (5%) percent shall be payable to ITP in U.S. funds only on
receipt of the final payment upon delivery and final acceptance of the
equipment without backcharges by the Buyer. Backcharges that are warranty
or ▇▇▇▇▇'▇ fault are for ▇▇▇▇▇'▇ expense. Other backcharges shall not
exceed the commission. ITP shall have the opportunity to rectify said
backcharges (except the first four (4) contracts in 1998 shall be at 7% not
5%).
ITP agrees not to offer nor to negotiate any contracts with "strings" or
holdbacks of any nature such as "ultimate net loss guarantees", EPC contracts
or product rate or quality or personal or corporate guarantees, or lack of a
proper letter of credit, or overprices later to be refunded or changes in
terms, conditions, prices, clauses, etc. Should ITP be in negotiation with a
finance
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company for the financing of an ▇▇▇▇▇ machine and if and only if the financing
company brings up the topic and continually on one or more of the above, and
only after it becomes a deadlock, ITP must only state that they believe ▇▇▇▇▇
will not accept the same and only on further insistence from the financing
company ITP can only say they will relay this request to ▇▇▇▇▇ and that ▇▇▇▇▇
will probably not even consider it.
Only ▇▇▇▇▇ shall prepare and type all proposals to be presented, and these
shall only be couriered out from ▇▇▇▇▇ with ITP advice on any special comments
that could be made.
For any clients from which ITP obtains the $200,000.00 U.S. (or minimum
$100,000.00 U.S.) "non-refundable next-in-line status" fee paid to ▇▇▇▇▇ and/or
ITP provides financing or assistance for the client in concluding successful
financing which ▇▇▇▇▇ and ▇▇▇▇▇'▇ customer both accept in writing for a full
size machine duly signed standard contract which may have holdbacks or "strings"
attached for ▇▇▇▇▇ such as "ultimate net loss guarantees", or corporate
guarantees by ▇▇▇▇▇ or discounts or changed clauses which create risk to ▇▇▇▇▇,
or lack of a proper letter of credit, etc., the three (3%) percent ▇▇▇▇-up shall
have adjustments made by mutual agreement of ITP and ▇▇▇▇▇ in the amounts
payable to ITP due to compensation for the above deviations from the proposal
first presented and deductions for liquidated damages and penalties paid to be
agreed on by both parties in writing at the time of signing the contract(s).
Any brokerage fee or shares, etc. being negotiated or having been obtained by
ITP from the same client or from the financing or leasing institution involved
or for moulded pulp product sales must immediately be disclosed to ▇▇▇▇▇ by ITP
and ▇▇▇▇▇ has the right to refuse to let ITP negotiate for shares in said
client's company but any of the above approved by ▇▇▇▇▇ will be additional
income earned by ITP for its services to ▇▇▇▇▇'▇ clients.
All above payments covered by this contract shall be invoiced to ▇▇▇▇▇ and
detailed as above and shall be noted as "sales and financing fees" (along with
the description of milestones stated above). ITP shall obtain ▇▇▇▇▇'▇ prior
approval for all commitments that ▇▇▇▇▇ may or may not wish to make and only
▇▇▇▇▇ shall sign any contracts or any documents that ▇▇▇▇▇ chooses to accept.
▇▇▇▇▇ shall not pay for ITP expenses of the second person if ITP staff travel
in pairs to meetings since this increases expenses where one person would be
sufficient unless prior approval is given in writing by ▇▇▇▇▇.
This agreement is valid only for two years from date of signing and is only
renewable on written signed agreements by both parties for further periods of
two years.
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Accepted this 2nd day of January, 1998
in Toronto by ▇▇▇▇▇ International Developments Limited
per: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇
Accepted this 2nd day of January, 1998
in Toronto by International Technology Funding Inc.
per: /s/ ▇▇▇▇▇▇ Keep
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▇▇▇▇▇▇ Keep
per: /s/ ▇▇▇▇▇ Keep
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▇▇▇▇▇ Keep
