EXHIBIT 10.23
Xxxxxx X. XxxXxxxxx August 8, 2005
Ovation Products Corporation
000 Xxxx Xxxxxxxxx Xxxx
Xxxxxx, Xxx Xxxxxxxxx 00000
RE: RIGHT OF FIRST REFUSAL
Dear Xxx:
This Letter Agreement is further to our discussions regarding the manufacturing
of Ovation Product's ("Ovation") Clean Water Appliances ("CWA") and/or any
components integral to such appliances.
This shall confirm our agreement relative to the manufacturing by INSEQ
Corporation ("INSEQ") of the CWA and/or components for the CWA on the following
terms:
Right of First Refusal. In the event that Ovation at any time desires to
contract with outside contractors to manufacture the CWA, or subassemblies for
the CWA, and with the exception of prototypes of the CWA that Ovation desires to
manufacture directly and with exception to the control system being manufactured
by SJE Rhombus, Ovation shall notify INSEQ of its manufacturing and other needs
and the best pricing offered to Ovation for such manufacturing needs and permit
INSEQ to make a proposal to meet Ovation's needs. INSEQ must reply to Ovation's
notice within 5 days of the date of such notice, indicating whether INSEQ
accepts or declines to make such proposal. If INSEQ elects to make such
proposal, it will submit its proposal within 15 days. Ovation shall be required
to use INSEQ to manufacture the CWA and/or components for the CWA in the event
that INSEQ makes a proposal and the proposal is at least as good to Ovation as
any competing proposal or otherwise at Ovation's sole discretion.
Prototype Manufacturing Services at Cost. As part of the consideration for
this Letter Agreement, INSEQ agrees that, to the extent of its abilities, it
shall provide Ovation with any and all manufacturing services relative to
Ovation's development of prototypes for the CWA and/or components of the CWA at
cost.
Related Party - Best Efforts Cooperation. The parties hereto acknowledge
that they are both portfolio companies of GreenShift Corporation, and that both
Ovation and INSEQ hereby agree to use their best efforts to cooperate with each
other to assist each other in their respective development plans.
Termination. This Right of First Refusal shall terminate December 31, 2007
unless extended by mutual agreement of Ovation and INSEQ.
Your signature below shall indicate your agreement with the above conditions.
Thank you and we look forward to working with you.
Best Regards,
I N S E Q C O R P O R A T I O N
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Chairman
Agreed and Accepted to by:
OVATION PRODUCTS
By: /s/ Xxxxxx X. XxxXxxxxx
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Xxxxxx X. XxxXxxxxx
Chief Executive Officer
