EX-10.C 8 exb10c.txt AGREEMENT WITH DIGCO & COMPANY Dairene International EXCLUSIVE LICENSE AGREEMENT E-mail: dairene@aol.com DAIRENE INTERNATIONAL Exclusive License Agreement This agreement made and entered into this 1st day of November 2001, BY AND BETWEEN Dairene International, a corporation organized and existing under the laws of the State of Nevada, with It's principal office at 2800 Biscayne Boulevard, Miami, Florida 33137, called hereinafter called DAIRENE and DIGCO & COMPANY, INC. with their principal office at 8260 NW 27th Street, Suite 408, Miami, Florida 33122 (hereinafter called the Licensee) Dairene grants to the Licensee the right to operate a Dairene license within State of Florida (hereinafter called Specified Area). WHEREAS Dairene agrees to provide Pureblend Products for the manufacture, distribution and sale of Dairene Products. (See attached list) WHEREAS The licensee represents that it is familiar with the market for food products in the Specified Area and that it Is qualified and prepared to produce or have produced and sell Dairene products In the mutual benefit of both parties. NOW THEREFORE In consideration of the promises and faithful performance of the mutual covenants herein contained, IT IS AGREED. I PRODUCT COVERED A. Dairene will sell to the Licensee and the Licensee wilt buy from Dairene the minimum quantity of Pureblend Stabilizers as set forth in Paragraph IV C herein, and required by the Licensee for the production end sale of Dairene Products in the Specified Area. Dairene snail supply from time to time any new formulas to enable the Licensee to produce other products derived from the use of Stabilizer. B. Dairene shall not have the right to sell the Pureblend Stabilizer, directly or indirectly to any other companies or individuals in the specified area, Dairene will foward directly to the Licensee any inquiries received from prospective customers within the Specified Area, provided that the Licensee, in Dairene's opinion, should handle or assist in the handling of such negotiations and Inquiries locally. C. Dairene recognizes that the Licensee shall purchase Stabilizer directly from Dairene for its own use or the use of plants that the Licensee might build or use in the future in the Specified Area. II DAIRENE OBLIGATIONS DAIRENE WILL: A. Dairene wilt hereby warrants that all Stabilizers that are sold to Licensee are free from injurious elements and are fit for human consumption and meet all U S governmental rules and regulations when produced as per instructions of Dariene. Time Minimun Amount Required From: Date of Execution month TO: From: month TO: V ARBITRATION Any controversy or claims rising out of or relating to this (agreement, or breach thereof, shall be settled in Miami, Florida by arbitration, according to the rules then in force, of the American Arbitration Association This agreement shall be enforceable and judgment upon such decision rendered in any arbitration may be entered In any applicable jurisdiction. VI DURATION This agreement shad be in effect for ten (10) years from the date of execution and shall continue from year to year thereafter subject to the right of either party thereafter to terminate it at any time after the initial ten year period upon giving of written notice to the other party not less than thirty days in advance of any designation. This agreement, however, may be terminated at any time by Dairene upon giving to the Licensee written notice in the event that the conditions of this agreement are in default or in the event that the Licensee shall be or become insolvent or if there are Instituted by or against it, proceedings in bankruptcy or under insolvency laws or for reorganization, receivership, dissolution or if it shall make an assignment agreement for any cause whatsoever, Dairene may, at its option cancel any or all unfilled orders and Dairene reserves the right to purchase from Licensee and Licensee shall sell to Dairene, any or all Stabilizer not sold or processed and all materials, books, catalogs, displays and literature obtained by the Licensee pursuant to Article II C, and not used, at the net price paid by Licensee or at the current net Licensee's price, whichever Dairene elects. Dairene upon giving the Licensee written notice in the event of a breach by the Licensee, will allow the Licensee to correct the breach within thirty (30) days of notice except if the breach is caused by adulterated products, failure to maintain quality, production of product not following the approved formula for Dairene Products, Licensee will be given written notice and three days to correct the breach as Stated in the notice. VII INSPECTION Stabilizer will be inspected and tested during or upon completion of manufacture In accordance with the standard practice of Dairene, without additional charge. Any special lest required by the Licensee and agreed to by Dairene will be charged extra to the Licensee. VIII DELAY IN SHIPMENT If at any time Stabilizer is ready for shipment and shipment is delayed for any cause beyond the reasonable control of Dairene, the Licensee shall make payment therefore and the Stabilizer In question will become the property of the Licensee and thereafter, all handling, storage, insurance and other charges relating to the Stabilizer shall be at the Licensee's expense, and charged to Licensee's account. IX LOSS OR DAMAGE CLAIM Dairene, shall not be liable for loss, damage, detention or delays resulting from any cause whatsoever beyond its reasonable control including, without limitation, act of God, tire, flood, strike, lockout, factory shutdown, or alternation; civil or military authority, priority request or order of the United States Government or instruction of any Federal, State, of Local Government or any department, agency, or representative thereof, insurrection, riot, war, embargo, transportation shortage or delay, weather, accident or inability to obtain Stabilizer from Dairene's usual sources. Dairene shall have the right to allocate Stabilizer In such manner as it shall deem advisable. Delivery dates will be extended to the extent of delays caused by the foregoing. Dairene will not be liable to the Licensee for any loss or damage to the Stabilizer while in transit or after delivery to Licensee's carrier as its responsibility shall cease upon such delivery. All claims for shortage not due to carrier must be made to Dairene within thirty days from receipt of shipment Receipt of Stabilizer by Licensee shall constitute a waiver of all claims for delay. In no event shall Dairene be liable for consequential damages. X TERMINATION Upon termination of this agreement, the Licensee shall discontinue immediately all production and advertising of or reference to Dairene Products. Dairene shall not be liable in any manner whatsoever on account of termination or expiration of this agreement even though thereafter Dairene, another Licensee or any other party may complete any transaction inaugurated by the Licensee. The right of termination as provided Is absolute and the parties have considered the possibility of this agreement and the possible loss and damages Incident to them in the event of expiration or termination. It is further understood that Dairene shall not be liable to the Licensee for damages in any form, at any time and for any reason XI COMPLETE AGREEMENT This agreement supersedes and cancels any an all previous License Agreements and contracts between parties relating to the Dairene Products, It expresses the complete and final understanding of the parties In respect thereto and may not be changed in any way except by an instrument in writing signed by both parties XII WAIVER The failure of Dairene to enforce at anytime any of the provisions, rights, or options of this agreement shall in no way be considered to be a waiver of such provisions, rights or options hereunder shall not preclude or prejudice Dairene from exercising the same or any other rights or options it may have under this agreement, irrespective of any previous action or proceeding taken hereunder XIII CONSTRUCTION This agreement shall be constructed and all rights, powers and liabilities of the parties hereunder shall be determined in accordance with the laws of the State of Florida. XIV NOTICE All notices provided for herein shall be given in writing by personal delivery, registered mail, telegraph, fax or cable addressed to the party to be notified at the address first above specified for such party. XV FINAL APPROVAL This agreement shall not become effective until and unless signed by (he President of Dairene. IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first above written. Dairene International By: /s/ Edwin Golstein, President /s/Babi Dayoub Secretary or Assistant Secretary By: /s/ Edwin Golstein Title: President Witness: on file Witness: on file NOTE: If the Licensee (S a Corporation, this agreement shall be executed by its President and attested by its Secretary with its Corporate Seal attached Otherwise, there should be two witnesses to the Licensee's signature,