CHINA AGENCY AGREEMENT
THIS AGREEMENT is made as of the 15 day of
September, 2005,
BETWEEN:
ESSENTIALLY YOURS INDUSTRIES (HONG KONG)
LIMITED,
a corporation incorporated in Hong Kong,
China,
with a place of business at 7865 Edmonds
Street,
Burnaby, British Columbia, Canada, V3N
1B9
("EYI")
OF THE FIRST PART
AND:
GUANGZHOU ZHONGDIAN ENTERPRISES (GROUP) CO.
LTD. and
CHINA ELECTRONICS IMPORT AND EXPORT SOUTH
CHINA
CORPORATION,
corporations incorporated in Guangzhou,
China,
with a place of business at 11th Floor,
Guangzhou International Electronics
Mansions,
403 Huanshi East Road, Guangzhou, China
("CEIEC")
OF THE SECOND PART
WITNESSES THAT WHEREAS:
A. EYI, through its
affiliate, Essentially Yours Industries, Inc., a
Nevada corporation ("EYI Nevada"), has the
exclusive worldwide
distribution rights and exclusive network
marketing rights with
respect to certain specialty products
manufactured for it by Metals &
Arsenic Removal Technology, Inc., which
products include a water
filtration system for the removal of, inter
alia, nitrates and arsenic
from potable water, known as the "Code Blue
Water Filtration
System" ("Code Blue").
B. Guangzhou Zhongdian
Enterprises (Group) Co. Ltd. is an affiliated
company with an independent corporate body
status under China
Electronics Import and Export South China
Corporation, which is in
turn a foreign trade institution in the
South China region under China
Electronics Import and Export Parent
Corporation;
C. CEIEC and EYI Nevada
have entered into a Letter of Intent,
pursuant to which EYI Nevada wishes to
grant CEIEC agency rights
to distribute Code Blue and other related
products in China, and
CEIEC wishes to act as a distributor of
such products, including
Code Blue in China;
D. The parties wish to
enter into a formal binding contract in
furtherance of the Letter of Intent;
NOW THEREFORE, for good and valuable
consideration exchanged
between the parties, the receipt and
sufficiency of which is hereby
acknowledged, the parties agree as
follows:
1. Subject to the
provisions of this Agreement, EYI hereby grants to
CEIEC the exclusive right to distribute the
Code Blue Water
Filtration System in China for a period of
two (2) years, and CEIEC
accepts such grant on the terms set out
herein. EYI agrees to renew
the term of this agency for consecutive one
year terms thereafter,
provided CEIEC purchases a minimum of
4,000,000 Code Blue
Water Filtration Systems in each year
commencing 2007.
2. Upon the execution of
this Agreement, EYI will issue an Exclusive
Agency Certificate to CEIEC, confirming the
grant of agency rights
under this contract.
3. Subject to the
provisions of this Agreement, CEIEC commits to
purchase Code Blue in accordance with the
following purchase plan:
Purchase Plan
Year 1st Quarter 2nd Quarter 3rd Quarter
4th Quarter Units
Total
2006 100,000 400,000
2,000,000
3,500,000 (filter)item
6,000,000
2007 4,500,000 5,500,000 6,500,000
7,500,000
(filter)item 24,000,000
Total: 30,000,000 Code Blue Water
Filtration Systems
4. Subject to paragraph 6
hereof, the agreed price for each Code Blue
Water Filtration System sold by EYI to
CEIEC under the Purchase
Plan is as set out in Schedule "A" hereto.
Unless otherwise indicated,
all pricing is in US Dollars. CEIEC shall
purchase the products at the
agreed price, and agrees that it shall not
re-sell the products for less
than the agreed price. All pricing terms
under this Agreement are
confidential and shall not be disclosed by
CEIEC to third parties.
5. CEIEC may, upon
reasonable notice to EYI, increase or, subject to
the provisions of paragraphs 5 and 6
hereof, decrease the number of
units of the Code Blue Water Filtration
System that
