PRODUCTION AND CO-PACK AGREEMENT

This Production and Co-Pack Agreement (the “Agreement”), made as of the ____ day of ____________, ____ (the “Effective Date”), by and between [COMPANY], a [STATE] limited liability company (“[COMPANY]”) and [COMPANY], a company incorporated under the laws of [COUNTRY] (“Supplier”).

WITNESSETH:

WHEREAS, Supplier is in the business of developing, manufacturing and selling to third parties for distribution certain innovative natural crop-input products;

WHEREAS, [COMPANY] desires to obtain a certain supply of such natural crop-input products as more-fully described in Exhibit A, which is attached to and made a part of this Agreement, (the “Products”) for distribution and sale by [COMPANY] under the terms of this Agreement and Supplier desires to supply the Products to [COMPANY] under the terms of this Agreement.

NOW, THEREFORE, for good and valuable consideration, including the above recitals which are incorporated herein and made a part of this Agreement, the receipt and sufficiency of which the parties acknowledge, the parties, intending to be bound legally, agree as follows:

AGREEMENT

Manufacture of the Product. [COMPANY] shall place purchase orders with Supplier, and Supplier shall sell and deliver to [COMPANY], quantities of the Products under the terms of this Agreement. Supplier shall manufacture and package the Products in compliance with the terms and conditions of this Agreement and its attached exhibits as incorporated herein. All purchases of the Products by [COMPANY] under this Agreement shall be pursuant to, and under the terms and conditions of, a duly authorized and issued [COMPANY] purchase order, the form of which shall be of similar substance as the attached as Exhibit B and made a part of this Agreement. In addition, Supplier shall comply with the provisions of the [COMPANY] bottling and label specification for the Products attached as Exhibit C and made a part of this Agreement, as [COMPANY] may reissue or amend from time-to-time (the “Co-Pack Specs”). The terms and conditions of the [COMPANY] purchase order form and the Co-Pack Specs shall be in addition to and not in limitation of the terms and conditions of this Agreement. Any inconsistencies between the terms and conditions of the [COMPANY] purchase order form or the Co-Pack Specs and this Agreement shall be resolved in favor of the terms and conditions of this Agreement. Any inconsistencies between the terms and conditions of the [COMPANY] purchase order form and the provisions of the Co-Pack Specs shall be resolved in favor of the provisions of the Co-Pack Specs. Any terms or conditions appearing on or incorporated into any invoice forms or other documents sent by Supplier which are inconsistent with or in addition to the terms and conditions of this Agreement shall not apply