iPura® Food Safety & Quality Assurance Services Agreement

Represented by

 Ms. Pham Thi Dieu Hien , General Director

Tel

Fax

A.

GFT is the owner of the proprietary, and in some countries patented, iPura bacteria elimination and shelf life extension system, commonly known as the “ iPura System” , providing a unique “clean-step” process utilizing expertise in cellular biology and combining multiple microbial interventions to deliver an environmentally friendly, low-cost method to kill pathogens in certain species of seafood.

B.

Processor processes “ Product ” from live to packaged at “ Processor’s Plant ”, and then sells that Product to its customers.  In connection with that processing, Processor desires to participate on a limited basis in GFT’s  “ iPura    Supplier Program ”, which will consist  of two principal components in the arrangements between Processor and GFT:  the iPura Food Safety Program and a supplier arrangement between Processor and GFT and/or one of GFT’s affiliated companies, as the “ Buyer ”, whereby under a separate agreement (“ SA ”) known as the iPura Supplier Agreement being executed concurrently with and dated of even date herewith, Processor agrees to fulfill all of Buyer's orders for Processor’s Seafood bearing the iPura Seal on its packaging (such Seafood being referred to as “ iPura -labeled Seafood ”).

C.

Processor is aware of the iPura Supplier Program, has been informed of and made such investigations of all the details of the program that Processor deems necessary or advisable in order to make an informed business decision, recognizes the benefits of the program, and has decided to participate in the program on the basis described in this Agreement.

D.

This Agreement sets forth the understanding between GFT and Processor concerning Processor's participation in the iPura Supplier Program.

1.1

Accessory Services has the meaning set forth in Section 5.5(e)(iii).

1.2

Confidential Information has the meaning set forth in Section 8.1.

1.3

Direct Competitor means any person or entity whose primary business is food processing and/or food safety, or any person or entity controlling, controlled by or under common control with such a person or entity.

1.4

Buyer has the meaning set forth in Recital B above.

1.5

Equipment means one or more (but not necessarily all) of the following of GFT’s proprietary integrated components that may be used, as determined in GFT’s sole judgment, to treat the Product and entitle Processor to affix the iPura Seal to packaging containing the Product so treated: vessels, loaders, unloaders, trays, conveyors, rinse systems, tray trucks, chillers, mix and fill systems, tray and tray truck washing systems, and other items specially manufactured, installed, operated, monitored and/or maintained by or for GFT from time to time.

1.6

FFDCA has the meaning set forth in Section 5.2(i).

1.7

FPLA has the meaning set forth in Section 5.2(j).

1.8

Force Majeure means, in relation to either Party, any event that is beyond the reasonable control of any Party which has not been brought about at the instance of the Party claiming an event of Force Majeure and which such party could not prevent or overcome despite having exercised due care and diligence and which results in failure of the implementation of the Agreement. Such events, provided they satisfy the requirements stated in the preceding sentence, shall include, but not be limited to, the following: (a) earthquake or flood; (b) cyclone or other extreme climatic disturbances; (c) acts of terrorism;  (d) war or hostilities (whether declared or not); (e) change in government regulations; and (f) new legal prohibitions including i.e., the refusal to issue visas or export licenses, invasion, act of foreign enemy, rebellion, weapon conflict or military actions, civil war, ionising radiation, contamination by radioactivity from nuclear fuel, any nuclear waste, radioactive toxic explosion or volcanic eruptions;

1.9

GFT Documents has the meaning set forth in Section 9.1(a).

1.10

GFT Indemnitees has the meaning set forth in Section 10.2.

1.11

GFT's IP has the meaning set forth in Section 7.1.

1.12

GFT Personnel means any and all employees, officers, agents, independent contractors and representatives of GFT.

1.13

GFT’s Properties has the meaning set forth in Section 7.1.

1.14

Governmental Authority means any law, statute, ordinance, rule, regulation, order, writ, injunction, decree, judgment, award or other order of any foreign, federal, state or local governmental or regulatory body, department, bureau, office, administrative agency, court or authority or body.

1.15

Infringement has the meaning set forth in Section 9.5.

1.16

Innovations have the meaning set forth in Section 7.2.

1.17

iPura   Food Safety   Program means the iPura   System and the iPura   Services.

1.18

iPura   Food Safety Team means those GFT Personnel consisting of a microbiologist, quality control supervisor, process engineer, maintenance technician and sanitation supervisor, and/or such other GFT Personnel as GFT may determine in its sole discretion from time to time, in such shifts as GFT deems necessary or advisable to oversee the operation and maintenance of the iPura System at the Site.

1.19

iPura - labeled Seafood has the meaning set forth in Recital B.

1.20

iPura   Seal means the trademarked marketing materials set forth on Exhibit A , or such other materials as GFT shall provide to Processor from time to time.

1.21

iPura   Services means the onsite services performed by GFT Personnel utilizing the iPura   System as more specifically delineated in Section 4.

1.22

iPura   Supplier Program has the meaning set forth in Recital B above.

1.23

iPura   System   means the combination of GFT’s proprietary integrated Equipment, Parts/Tools/Supplies, methods,  processes and other components specially manufactured, installed, operated, monitored and/or maintained by or for GFT to treat Product which, when so treated, is eligible for packaging in packages bearing the iPura Seal.

1.24

Installation Costs means all costs and expenses for or in connection with the installation of the iPura System at the Site in Processor’s Plant in accordance with the provisions of Section 3.2, including but not limited to all permits and/or approvals required by the Vietnamese Authority; allocation of sufficient floor space as GFT specifies for, and construction and/or reconfiguration costs at Processor’s Plant of, the stand-alone processing room, supply/warehousing room and motor room; and all labor costs, utility costs (including, but not limited to, electrical, gas, sewer and water), plumbing and piping costs, hookup costs, and other labor and/or material costs incurred in connection with such installation.

1.25

Installation Date means that date when GFT gives notice to Processor that it has completed installation of the iPura System at the Site and the iPura   Food Safety Team is prepared to accept Product for processing through the system.

1.26

Licensed Materials means the iPura   Food Safety   Program user manuals and handbooks, and any other documentation provided by GFT to Processor and relating to the iPura   Food Safety   Program.

1.27

Manufacturing Costs means all costs and expenses for or in connection with the engineering, design, manufacture and/or procurement of the Equipment and Parts/Tools/Supplies by or at the direction of GFT, shipment of the Equipment and Parts/Tools/Supplies to Processor’s Plant, and travel by GFT Personnel to and from Processor's Plant to supervise installation of the Equipment and the warehousing and storage of the Parts/Tools/Supplies.

1.28

Parts/Tools/Supplies means all parts and tools that GFT deems necessary or advisable to maintain in stock for the repair and/or maintenance of the Equipment, and all supplies that GFT deems necessary or advisable to store and use at the Site in connection with processing Product through the iPura System (e.g., antimicrobial solution, cleaning materials, uniforms, etcetera).

1.29

Processor Documents has the meaning set forth in Section 10.1(a).

1.30

Processor Indemnitees has the meaning set forth in Section 9.5.

1.31

Processor's Plant means the processing facility occupied by Processor at Lot 2. 17 Tra Noc II Industrial Park, Can Tho City, Vietnam

1.32

Product means seafood products to be designated by the Parties.  Until such time as the Parties otherwise agree in writing, the only Product is Seafood.

1.33

SA has the meaning set forth in Recital B above.

1.34

Seafood means only Pangasius Fish .

1.35

Site means the secure operating, treatment and storage areas at which (1) the iPura System will be installed and (2) the Parts/Tools/Supplies will be stored or warehoused, as appropriate, within Processor's Plant, all to GFT's specifications.

1.36

Vietnamese Authority means any and all of the following: the National Assembly of Vietnam, the Standing Committee of the National Assembly of Vietnam, the President of the Socialist Republic of Vietnam, the Government of Vietnam, the Prime Minister, the Government Office, any Ministries, any People's Committees or any other State agency of Vietnam.

1.37

Term and Renewal Term have the meanings set forth in Sections 6.1 and 6.2, respectively.

1.38

Treated Product means Product that has been ordered by Buyer and processed by GFT through the iPura System.

1.39

Utilities and Facilities has the meaning set forth in Section 5.5(e)(i).

1.40

United States means the United States of America and all of its territories.

(b)

to use the iPura   Seal solely for application to packages containing Treated Product for which the Buyer has submitted an order to Processor and Processor sells to Buyer, and to the exterior of shipping cases containing only such Treated Product.

3.1

Initial Responsibilities and Timing .  The Equipment shall be designed, engineered, manufactured and shipped to Processor's Plant by or pursuant to the directions of GFT, and GFT shall bear all Manufacturing Costs.

3.2

Installation Requirements .  Processor undertakes, at its own cost, to provide GFT with the Site at a location within Processor's Plant that is satisfactory and suitable with the requirements of GFT during the Term and for each Renewal Term.  Such location having been previously agreed to by GFT. Processor shall, at it own cost, (1) assist in obtaining all permits and/or approvals required by the relevant Vietnamese Authority for importation of the Equipment and Parts/Tools/Supplies and the installation of the iPura System at the Site, (2) provide its staff of engineers,   electricians, welders, plumbers and other necessary laborers to assist such installation, (3) allocate sufficient floor space at the Site as GFT specifies for the iPura System, (4) the above processing room has previously been determined and approved by GFT provided however the processor shall assist GFT in constructing within the above mentioned approved facility a supply/warehousing room and motor room within and build the same to GFT’s specification and in accordance with all relevant laws and regulation of Vietnam and Vietnamese authority; and (5) provide all utilities (including, but not limited to, electrical, gas, sewer and water), meters, plumbing, piping, wiring,  and hookups to the iPura system’s connection points, and other labor and/or materials required in connection with such installation.

3.3

During the Term and for each Renewal Term, ownership and title to the iPura System, including all Equipment and Parts/Tools/Supplies, shall belong solely to GFT, and Processor hereby waives all claims and rights thereto.   Processor shall not have any right to assign, transfer or encumber the iPura System, Equipment or Parts/Tool/Supplies or any interest therein.

4.

4.1

Performance of Operation and Maintenance, and Visual Inspection .  Once installation of the iPura   System is completed, the iPura System will be maintained, monitored, and operated by GFT Personnel at the Site, and Treated Product visually inspected prior to delivery, under the sole control of GFT Personnel and at GFT’s sole cost and expense, solely with respect to Product ordered by Buyer, as follows, without interference by Processor:

(a)

Operation includes supervision of the loading of the Product to be treated through the iPura   System onto system trays and/or conveyors; pre-operation rinse; conducting the bacterial reduction operation (antimicrobial intervention with FDA-approved organic antimicrobial agent(s)); supervision of the unloading of the Treated Product from the system trays and/or conveyors; supervision of placing the Treated Product into individual packages and sealing the packages; and supervision of the application of the iPura Seals to qualifying packages;  Processor will not be required to buy new packaging equipment.

(b)

Maintenance includes regularly scheduled maintenance activities and provision of maintenance technicians for scheduled and unscheduled maintenance requirements. Processor shall not permit its personnel to enter the GFT treatment area without permission of the GFT shift supervisor/GFT on-site manager, to ensure maintenance of a “low microbial” environment.

(c)

Prior to the departure of any Treated Product from the Site and/or the Processor’s Plant for delivery to a common carrier designated or approved by GFT, GFT or a third party designated in writing by GFT shall visually inspect such Treated Product for obvious, patent deficiencies.  The Treated Product will be accepted for delivery if the Treated Product as visually inspected is consistent with the specifications and standards of GFT and evidences no obvious, patent deficiencies. During the visual inspection, GFT or the third party designated by GFT may either (1) reject the Treated Product that does not comply with the specifications and standards of GFT or otherwise contains obvious, patent deficiencies, and/or (2) require prompt correction or replacement of the Treated Product, as GFT elects in its sole discretion.

4.2

Additional GFT Responsibilities .  GFT hereby undertakes the following additional responsibilities at GFT’s sole direction, cost and expense, but only with respect to Product ordered by Buyer (and not with respect to any product that might be ordered by another customer of Processor):

(a)

establish and maintain cleanliness standards for the iPura System operating area;

(b)

provide the iPura   Food Safety Team;

(c)

use commercially reasonable efforts to utilize bilingual personnel;

(d)

train system operators and personnel assigned by Processor to perform routine labor in the iPura System processing lines or other work areas;

(e)

determine optimal product film (plastic) Oxygen Transmission Rate (OTR) for packaging;

(f)

supervise Processor’s packaging of all Treated Product, including the application of the iPura Seal to only those packages for which the Buyer has submitted an order to Processor and Processor sells and ships to Buyer;

(g)

conduct shift product microbial inspections and sanitation microbial inspections;

(h)

provide laboratory equipment and supplies as required;

(i)

provide consulting on compliance with the U.S. Food and Drug Administration’s Hazard Analysis and Critical Control Points food safety program, commonly known as “HAACP”;

(j)

provide certification guidance;

(k)

provide maritime rejection, detention and regulatory intervention insurance, but only for Treated Product that is iPura -labeled Seafood;

(l)

provide a report to Processor on microbial levels (pre/post treatment), with microbial readings, at such intervals as GFT deems advisable;

(m)

provide daily processed weight totals to Processor;

(n)

provide direct and unimpeded management control over GFT Personnel;

(o)

pay for the costs of the Utilities and Facilities based on actual consumption  as recorded in the relevant meters for the relevant period and the invoices issued by the relevant service providers; and

(p)

such other responsibilities as might be agreed upon by the Parties.

4.3

Consequences of GFT’s Failure to Observe Responsibilities.  It is understood that GFT shall be responsible for any loss or damage suffered by Processor for the failure of GFT to observe its responsibilities set out in Section 4.2 above.

5.1

Payment of Installation Costs .  Processor shall timely pay all Costs related to the iPura site readiness, including utility hookups to the iPura System connection points, as provided in this Agreement.

5.2

Operating Responsibilities .  Processor hereby undertakes the following operating responsibilities, at Processor's sole cost and expense, in addition to the Installation Costs:

(a)

build out or reconfigure Processor’s Plant layout to accommodate installation and operation of the iPura System, as required by Section 3.2;

(b)

process the Product ordered by Buyer as Processor usually does, with adequate personnel and on a schedule reasonably satisfactory to ensure processing of all of Buyer's orders on a timely basis, but in no case less than schedules agreed to under any purchase order or other contract governing such order;

(c)

provide all personnel other than the iPura   Food Safety Team necessary or desirable, in GFT’s determination, to perform routine labor in the iPura System’s processing lines or other work areas consistent with the requirements of Section 5.2(b) above;

(d)

provide adequate workspace as required by GFT for the installation, operation and maintenance of the iPura System and GFT Personnel;

(e)

provide chillers in good working condition and having sufficient capacity and capability to fully support the iPura System at Processor’s plant, as GFT may require; It is agreed that present chillers are sufficient for GFT purposes, provided that they are in good working order.

(f)

provide sufficient parking space for GFT personnel and GFT’s vehicles if so requested by GFT;

(g)

provide all utilities, such as but not necessarily limited to electrical, gas, sewer and water services, and telephone and broadband Internet access, determined by GFT to be necessary or desirable to operate the iPura System;

(h)

provide storage area(s) for needed Parts/Tools/Supplies and other materials needed for the activities and operations pursuant to this Agreement;

(i)

deliver freshly processed Product, free of antibiotics or other drugs not approved for food under any applicable Governmental Authority, such as but not limited to the United States Federal Food, Drug, and Cosmetic Act (the “ FFDCA ”), to the GFT work area (by conveyor belt or some other delivery process) in a steady flow of work to easily enable final processing of Buyer's orders of Product (and only such Product) through the   iPura System (avoiding build-up and delivery of multiple “batches”);

(j)

package all Treated Product, including affixing proper labeling to the exterior of such packaging, in conformance with the descriptions and requirements set forth in each respective purchase order of Buyer and all applicable Governmental Authority, such as but not limited to the United States Fair Packaging and Labeling Act (the “ FPLA ”);

(k)

apply the iPura Seal to all (and only) those packages containing Treated Product for which the Buyer has submitted an order to Processor and Processor intends to and in fact does sell and ship to Buyer;

(l)

place the packages containing Treated Product into shipping cases immediately after the individual Product package is sealed, whenever possible;

(m)

apply iPura Seals only to the exterior of shipping cases containing solely Treated Product which has been sold to and is to be shipped to Buyer or its designee;

(n)

maintain the Treated Product in a chilled environment, at a temperature to be specified by GFT;

(o)

provide laboratory workspace for 1-2 GFT technicians,

(p)

provide plant closure or work disruption notices to GFT at least 48 hours in advance;

(q)

adhere to GFT  standards when entering GFT workspaces;

(r)

provide unimpeded, safe, timely, 24-hour access to the Site and the iPura   System by all GFT Personnel;

(s)

provide security and a safe environment for the Site, the iPura System and GFT Personnel;

(t)

control its employees, officers, agents, etc. to ensure compliance with all terms of this Agreement and the SA;

(u)

assist GFT in obtaining the work permits and visa and other necessary permits from the Provincial authorities, for the GFT Personnel assigned to the Site and/or the Processor’s Plant.

(v)

be solely responsible for its own debts, accounts, tax and financial obligations and other obligations under the laws of Vietnam, without any liability of GFT; and

(w)

such other responsibilities as may be agreed upon by the Parties.

5.3

Consequences of Processor's Failure to Observe Responsibilities .  It is understood that the Proce