As shall this? Who are the principals of Abracel again...?
AGREEMENT made this 28th day of Mai 1996, between LORIPAR,
LTD., a corporation organized and existing under the laws of the State of Nevada, together with its principals: DOMINGOS LORICCHIO, IRENA AUSMA LORICCHIO, DOMINGOS LORICCHIO Jr. and DENISE LORICCHIO, Residents of Brazil, individually and further on behalf of ABRACEL INDUSTRIA E.COMERCIO Ltd., a Brazilian Corporation (hereinafter collectively referred to as "LORICCHIO") and AMAZON
NATURAL TREASURES, INC., a public corporation organized and existing under the laws of the State of Utah, (hereinafter referred to as "ANT") by its representatives MICHAEL A. SYLVER and ROBERT S. QUALEY.
WITNESSETH:
WHEREAS:
LORICCHIO are the proprietors, manufacturers, distributors, and/or inventors/developers of homeopathic medicines and phytotherapy medicines, in Brazil and desires to manufacture and market their products internationally; and
USER is interested in jointly, with LICENSOR; acquiring all rights presently possessed by LICENSOR, including, but not limited to: patents, inventions/developments, manufacturing and distribution know-how, rights to obtain all products for sale and the above-referenced technologies to market internationally,
NOW THEREFORE, it is mutually agreed as follows:
1. LICENSE GRANT
(a) LICENSOR hereby grants USER a exclusive license, without the right to grant any sub-licenses, to use the unique products, licensed patents and all Know-How in the operation and to sale all products internationally.
2. CONFIDENTIALITY
LICENSOR and USER mutually recognize the importance of confidentiality at all stages of the project contemplated by this Agreement, and agree to take all reasonable measures, including those needed to bind their respective involved employees, to safeguard such confidentiality. USER agrees to extend the same standards of conduct to any third party engineering contractors USER may engage pursuant to this Agreement, including subcontractors thereof. This undertaking will extend to any related company of LICENSOR and USER.
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3. REMUNERATION
(a) In consideration for LICENSOR's contribution to this Agreement, AMAZON NATURAL TREASURES, INC. agrees to provide suitable housing accommodations for the Loricchio Family by obtaining a house or apartment until such time as the Loricchio Family is able to sell their properties in Brazil and/or otherwise obtain housing.
(b) Further, a minimum monthly payment of Eight Thousand US($8,000.00) Dollars, to be paid by ABRACEL U.S.A., LIMITED, will be guaranteed by AMAZON NATURAL TREASURES, INC., said amount to be paid by the 10th day of each month, for an initial period of five years, plus extensions, if necessary.
(c) Further, LICENSOR shall obtain, in consideration for their contribution to this Agreement, 610,000 shares in AMAZON NATURAL TREASURES, INC.
(d) LICENSOR to be provided an automobile for an initial period of five years, plus extensions, if necessary.
(e) LICENSOR to be provided health insurance for an initial period of five years, plus extensions, if necessary.
(f) LICENSOR to be provided with necessary legal support for an initial period of five years, plus extensions, if necessary.......
.... (b) Either LICENSOR or AMAZON NATURAL TREASURES, INC. shall
have the right to terminate this Agreement by purchasing the other parties shares for three times the market-value plus the sum of Twenty-Five Million ($25,000,000) US Dollars or its equivalent amount, in the future, adjusted for inflation utilizing 1996 dollars as year 0, to each of the other parties hereto.
(c) The purpose this subsection is deter either party from terminating this Agreement.
AMENDMENT TO AGREEMENT
The Agreement made the 28th day of May (Mai) 1996, between LORIPAR, LTD., together with its principals DOMINGOS LORICCHIO, IRENA AUSMA LORICCHIO, DOMINGOS LORICCHIO Jr. and DENISE LORICCHIO, Residents of Brazil, individually and further on behalf of ABRACEL INDUSTRIA E. COMERCIO LTD., a Brazilian corporation (hereinafter collectively referred to as "LORICCHIO") and
AMAZON NATURAL TREASURES, INC., a public corporation organized and existing under the laws of the State of Utah, (hereinafter referred to as "ANT") by its representatives MICHAEL A. SYLVER and ROBERT S. QUALEY IS AMENDED AS FOLLOWS:
PARAGRAPH 3(c) SHALL BE AMENDED TO READ: "Further, LICENSOR shall obtain, in consideration for their contribution to this agreement, 5,610,000 shares of stock in AMAZON NATURAL TREASURES, INC.
AMAZON NATURAL TREASURES, INC. LORIPAR, LTD.
By: Michael A. Sylver, President By: Domingos Loricchio
EXHIBIT 10.8
AGREEMENT FOR CONSULTING SERVICES
This agreement is entered into by and between Amazon Natural Treasures, Inc., a Utah Corporation and Dr. Domingos Loricchio (hereinafter referred to as Company) and RPD, LLC, a California Limited Liability Company (hereinafter referred to as RPD) this 16th day of September 1996.
RECITALS
Company owns the proprietary rights to certain phytotherapy products which provide remedies for a wide variety of ailments both physical and emotional. Company harvests raw material from the Brazilian rain forest, which it then uses in proprietary combinations to formulate marketable products for consumption.
RPD is a business consulting firm which has expertise that Company deems extremely valuable and is desirous of utilizing in the marketing of its products.
NOW THEREFORE, in consideration of their mutual promises and other consideration as hereinafter set forth, the parties agree as follows:
1. The recitals are incorporated into the agreement hereat
in full.
2. Upon Company's formal request for assistance, RPD agrees to provide to Company strategic business advice and consultation subject to RPD's availability and time restrictions. Company is not obligated to follow the advice of RPD but may use it as Company sees fit.
3. Upon Company's formal request for assistance, Company agrees to compensate RPD for such strategic business advice and consultation, unless provided pursuant to section 4 and its subparts, according to the following:
A. RPD shall be reimbursed by Company for all expenses incurred in participating in Company business, including without limitation travel, hotel, transportation, meals away from home, supplies, phone, and the like. Payment is due within 10 days of receipt of such invoice by Company.
B. Company shall compensate RPD for time spent on
Company business at the rate of $2,000.00 per day in
addition to the foregoing. Said daily compensation shall be
paid weekly.
4. Company is also desirous of having RPD market its products. In the event Company reaches an agreement in any form with any of the sources introduced to Company by RPD, or if RPD
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is able to negotiate a contract for Company with any source to market, sell, license, distribute, or deliver under royalty any of Company's products, RPD shall be compensated according to the following excluding Nature Way:
A. Upon signing of a contract by Company pursuant to paragraph 4 above which will provide the company at least $1,000,000.00 in gross revenues, or in the event RPD secures funding for the company in an amount of at least $1,000,000.00 pursuant to paragraph 4.B below, Company shall grant to RPD an option to buy up to 500,000 shares of Company's restricted stock at a price of $.05 per share. This option shall remain open for a period of one year from the date of this agreement. RPD may exercise said option stating the number of shares to be purchased. Upon payment for the stock, the Company will effect the delivery of said shares in accordance with normal delivery procedures.
B. In the event that RPD secures funding from any source except by way of a loan for Company, RPD shall be paid from said funds $200,000.00 or 10% of the gross amount of the monies paid to Company whichever is higher. In no event shall the money paid to RPD under this paragraph exceed 25% of the funding procured by RPD and paid to Company. All funds due hereunder shall be paid to RPD within 15 days of the receipt of said funding by Company.
C. For all transactions in which RPD procures a buyer for, or participates in the purchase of Company's products, RPD shall be paid 15% of the gross receipts paid to Company for the sale of any product by the Company or for the receipt by the Company of any fee for the license of the product, use of the product, or payment of a royalty for the product unless paid pursuant to paragraph 4.B above. All funds due hereunder shall be paid to RPD within 15 days of receipt of said monies by Company.
5. Company agrees to cooperate with RPD and together use their beste efforts to bring about a contract with any acceptable company introduced by RPD to Company as a potential purchaser or user of Company's products. In the event the Company acts independently of RPD in reaching an agreement with any of RPD's sources, Company shall be responsible for payment to RPD for all monies which would otherwise be due under the compensation package outlined above as if the Company had entered into an agreement with the prospective purchaser under the direction of RPD. In any negotiation, by a source introduced by RPD, RPD acknowledges that the Company will set and require certain minimum quantities be purchased to maintain an exclusive arrangement by said source and that Company's product's prices will incorporate the monies paid to RPD under the provisions as
stated in paragraph 4.C.....
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