EXHIBIT 10.1
LETTER OF INTENT AGREEMENT
This Letter of Intent Agreement is made and entered into this 15th day
of March 31, 2003, between Xxxx Xxxxxx Senior Trust, hereinafter referred to as
PMST and Sunrise U.S.A Incorporated, hereinafter referred to as Sunrise.
Whereas PMST is the owner of a certain water source, located at RR1,
Box 205 J, in Spearfish, South Dakota, and whereas PMST wishes to sell spring
water in bulk to Sunrise, and
Whereas, Sunrise wishes to buy spring water, from the source, from
PMST.
Now, therefore, for One dollar ($l.00), receipt of which is hereby acknowledged
by PMST, and other valuable consideration, it is mutually agreed to enter into
this Letter of Intent Agreement under the following basic conditions.
1. This Letter of Intent is subject to the Sunrise's successful completion
of achieving initial capitalization in the amount of $250,000.
2. Upon performance of Sunrise of obtaining initial capitalization as
described on number 1, above, the parties agree that this Letter of Intent shall
be replaced by a mutually agreed upon contract to be entered by the parties on
the first anniversary date of this agreement.
3. Buyer/Seller. Under said contract, Sunrise shall buy the water and PMST
shall sell the water at an initially agreed price of $0.05 per gallon. Other
conditions will be established on a mutually agreed contract under common
industry practices.
4. Exclusive Nature. Water to Sunrise will be of exclusive nature until
the first 23 million gallons of water annually have been maximized. This
maximization clause starts over automatically at each anniversary contract date.
Before maximization, PMST may sell any surplus water not used to third parties,
with the understanding that Sunrise demands for water will always take
precedence as to the first twenty three million gallons of water.
5. Sunrise agrees that the exclusive nature also applies to the purchase
of water exclusively from PMST until the first 23 million gallons of water
annually have been maximized. This maximization clause starts over
automatically at each anniversary's contract date. Before maximization, Sunrise
agrees not to purchase water from any other source.
6. Lease of facilities. Building lease will be under terms and conditions
mutually agreed between the parties. The parties recognize that a more formal
agreement will be entered into setting forth in greater detail typical and
usual to business agreements, including, that any improvements required by
Sunrise to start its operations shall be paid completely by Sunrise. The
parties understand that this Letter of Intent is to express the basics of our
business arrangements.
7. Commencement - Term - Continuity. Sunrise or its affiliates must start
purchasing water from Xxxx Xxxxxx no later than a year from execution of this
Letter of Intent.
8. Time. Time is of the essence of this agreement.
9. Inuring. This agreement shall inure to the benefit of the parties
hereto, their heirs, successors and assigns.
10. Entire Agreement. The parties hereto agree that this document
constitutes the present entire agreement, and any changes, additions or
modifications shall be only valid when approved mutually and reduced to a
written form and executed by both parties.
11. Governing Law. This contract shall be governed by the laws of the state
of South Dakota.
12. Paragraphs. The titles and captions contained herein are inserted for
convenience only, and do not constitute a part or alter a part or meaning of
this agreement. If any provision or combination contained in this agreement
should be lawfully declared to be illegal or unenforceable, that provision or
combination shall be inoperative and divisible from this agreement and shall
not impair or have any effects upon the remaining parts, terms and conditions
of this agreement.
13. Waiver. Either party shall not deem the waiver of any provision of this
agreement, by either party a continuing waiver or waivers of any provision of
this agreement. Waivers must be in writing.
AGREED AND ACCEPTED ON THE DATE FIRST WRITTEN ABOVE, THE PARTIES TO THIS
AGREEMENT EXECUTE IT IN TWO COUNTERPARTS (BEING THE TWO ONE AND THE SAME).
BY: Xxxx Xxxxxx Sr. Trust
/S/ XXXX XXXXXX
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(Signature)
By: Sunrise U.S.A. Incorporated
/S/ XXXX XXXXXXXXXX
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(signature)
