Attached files
Exhibit 10.2
SALES AGREEMENT
BY AND AMONG
SIX L'S PACKING COMPANY, INC.,
CUSTOM - PAK, INC.
AND
RESHOOT PRODUCTION COMPANY
This Agreement (the "Agreement") is made, entered into, and effective as of
the complete execution of this Agreement (the "Effective Date") by and among
Six L's Packing Company, Inc., a Florida corporation ("Six L's"), Custom -
Pak, Inc., a Florida corporation ("Custom - Pak," Six L's and Custom - Pak,
may be collectively referred to herein as the "Distributor") and Reshoot
Production Company, a Nevada corporation ("RPC"). Each party is individually
referred to herein as a "Party" and collectively, as the "Parties."
RECITALS
A. RPC has and/or will in the future enter into contracts with
third-party growers (the "Growers") for the purchase, storage, distribution,
and sale of produce grown by the Growers.
B. Six L's and Custom-Pak are wholly owned operating subsidiaries of
LFC Enterprises, Inc., a Florida corporation ("LFC").
C. Pursuant to the contracts between RPC and the Growers, the Growers
shall deliver the produce to locations specified by RPC, which locations
shall be approved by Distributor, provided, however, such approval may not be
unreasonably be withheld (the "Warehouse" or "Warehouses").
D. The Parties desire to set forth in this Agreement their entire
agreement and understanding with respect to the sale and distribution of the
produce delivered to the Warehouses by the Growers.
E. NOW, THEREFORE, for and in consideration of the above and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties to this Agreement agree to the following:
1. Recitals. The parties hereto acknowledge the truth and accuracy of the
recitals as stated herein and such recitals shall be incorporated in and made
a part of this Agreement.
2. Definitions. Unless the context otherwise requires, the following
capitalized words and phrases used in this Agreement shall have the following
meanings:
"Agreement" means this agreement among the Parties hereto.
"Box" or "Boxes" means a industry standard boxes or other packaging for the
produce being sold by Distributor hereunder.
"Commission" means twelve percent (12%) of the Gross Sales Price of each
Produce Shipment accepted by Distributor as compensation for its efforts in
the sale of the Produce.
"Custom - Pak" means Custom - Pak, Inc., a Florida corporation.
"Distributor" means Six L's Packing Company, Inc., a Florida corporation or
Custom - Pak, Inc., a Florida corporation.
"Effective Date" has the meaning set forth in the first paragraph of this
Agreement.
"Gross Sales Price" means F.O.B. the Warehouse, product price collected,
including any handling or other add-on charges. With respect to Out of
Contract Sales, Gross Sales Price shall mean the greater of the proceeds of
product sales for that portion of the produce the subject of Out of Contract
Sales (i) received by RPC plus the amount of any sales commissions paid to
any person or entity other than Distributor; or (ii) received by RPC's sales
representative other than Distributor.
"Out of Contract Sales" has the meaning set forth in Section 7 hereof.
"PACA" means the Perishable Agricultural Commodities Act, 1930, as amended.
"Party" or Parties" means individually or collectively, as the case may be,
the parties to this Agreement.
"Proceeds" means the collected proceeds from the sale of each Produce
Shipment.
"Produce Shipment" is defined in Section 5 below.
"Shares" means five hundred thousand (500,000) of RPC's common unregistered
restricted shares, to be issued pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended.
"Six L's" means Six L's Packing Company, Inc., a Florida corporation.
"USDA" means the U.S. Department of Agriculture.
"Warehouse" means the locations of delivery of produce by Growers to
locations designated by RPC and approved by Distributor.
1. Produce Crop. RPC shall, during the Growing Season, acquire produce from
the Growers, which produce shall be delivered to RPC's Warehouse(s)
(collectively, the "Produce Crop"). RPC agrees that one or more agents of
Distributor (each a "Distributor's Agent") may be on-site at the Warehouse
for purposes including, without limitation, inspection and acceptance of the
Produce Crop and general oversight of the subsequent shipment of the Produce
Crop.
2. Selected Varieties of Produce. RPC and Distributor shall consult on the
varieties of produce and quantities to be acquired by RPC in light of
Distributor's experience in selling the said varieties. From time to time, as
varieties of produce and quantities are agreed upon RPC and Distributor shall
document in writing the agreed varieties of produce and quantities thereof
RPC has agreed to acquire and Distributor has agreed to market for sale.
3. Packing and Delivery; Acceptance by Distributor. RPC agrees that
Distributor shall be the sole sales agent for the Produce Crops and all
saleable produce constituting the Produce Crops received by RPC under RPC's
various contracts with Growers shall be delivered to Distributor for sale
from the Warehouses. RPC shall use RPC's best efforts to ensure that the
Produce Crop to be grown by the Growers will be packed in Boxes and
transported, in one or more shipments, to the Warehouses (each such delivery
of packaged produce is hereinafter referred to as a "Produce Shipment"). All
expenses of harvesting packing and shipping the Produce Crop shall be borne
directly by the Growers and/or RPC, in accordance with the terms of any
agreement between RPC and the Grower. RPC shall report the Grower's
manifests or shipment to Distributor immediately after RPC receives notice of
their departure or as timely as necessary to comply with applicable federal
and state regulations . Acceptance of a USDA inspection of at least 80% of
the highest grade of United States Standards for Grades of the particular
variety of Produce being delivered to the Warehouse (or if shipped from
outside the United States, at the time of crossing the United States border),
shall constitute Distributor's acceptance of a Produce Shipment if, and only
if, the Produce Shipment was requested and authorized by Distributor and is
actually delivered to the Warehouse in saleable condition.
1. Sales. Distributor shall be responsible for the billing and collection
of proceeds from the sale of each Produce Shipment ("Proceeds").
1.1 Responsibility For Unpaid Accounts. RPC/Grower bears the risk of
loss if the customer is rated 3x or better by the Blue Book Rating
Service. Any loss resulting from sale to a customer with a rating
less than 3X, will be borne by the Distributor.
1.2 Sole Discretion Of Distributor. Distributor shall use its best
efforts to obtain the highest price for the sale of the Produce
Crops under the circumstances. Distributor shall to the exclusion
of RPC and Grower and in its sole discretion judge when and to whom,
upon what terms and for what prices the Produce Crops shall be sold.
It is expressly understood and agreed that Distributor may, in its
sole discretion sell the produce F.O.B. the Warehouse, on
consignment or re-consignment, priced on arrival, as delivered
sales, on joint accounts, with market protection or on any other
basis customarily used in the industry. Distributor may sell the
Produce to any person or organization, including persons or
companies related to Distributor or to persons or companies over
which Distributor has direct or indirect control or to persons or
companies which have direct or indirect control over Distributor
("Related Parties"). Distributor is authorized to enter into
agreements with buyers to sell the Produce Crops for a fixed price
over a specified period of time, even if the fixed price agreed to
is less than what the Distributor would have received had the
Produce been sold for the fair market value on each particular date
of sale. Distributor is authorized to pay collateral fees, slotting
fees, rebates, incentive payments, promotional allowances and the
like, the cost of which shall be borne by Grower and/or RPC, as the
case may be. In no event is this Agreement to be deemed or
construed as a purchase of the Produce Crops by Distributor or as a
guarantee of any specified price.
1.3 Sales through Brokers And Price Credits. Distributor may also sell
through brokers or sell through terminal market or other auctions.
Distributor may sell to buying brokers or re-billing distributors
and may deduct the brokerage paid to the buying brokers or re-
billing distributors from the sales price and bill the buying
brokers and re-billing distributors a price net of brokerage. As
long as such sales comply with the provisions of the Suspension
Agreement, Distributor may in its sole discretion, and without
consulting with RPC or Grower, grant buyers of the Produce Crops,
including buying brokers and re-billing distributors, credits
against the invoice price of the Produce Crops for any reason,
including but not limited to, market decline or quality.
Distributor may also in its sole discretion and without consulting
RPC or Grower grant buying brokers or re-billing Distributors credit
against the invoice price of the produce based upon credit the
buying brokers or re-billing distributors have granted to their
respective customers for any reason including but not limited to
market decline or quality.
1.4 Price Adjustments. Distributor may in its sole discretion and
without consulting the RPC or Grower grant credits against the
invoice price of the Produce Crops without requiring or obtaining
U.S.D.A. or other inspections. Distributor shall have authority to
file claims, make adjustments, and arrange settlements on disputed
items. Distributor is also authorized to abandon or dump shipments
without obtaining an official dump certificate or other evidence to
prove the Produce Crops were without commercial value when in the
exercise of the Distributor reasonable discretion abandonment or
dumping is warranted.
1.5 Marketing Orders, Pooling & Commingling Of The Produce. Distributor
shall have the right to comply with all marketing orders, prorate
orders, and marketing agreements that have been made or may be made
pursuant to any law or ordinance. Distributor may, in its absolute
discretion, co-mingle, pool, and mix in any individual shipments any
or all of the Produce Crops delivered to it hereunder with any other
Produce Crops of like kind or quality, and in a reporting and
accounting for the sale of said crops so pooled, Distributor need
indicate only the average prices received from such sale or sales.
1.6 Discontinuance Of Marketing Or Selling. Notwithstanding anything to
the contrary contained herein, Distributor shall have the right at
any time or times to discontinue the marketing or selling of the
Produce Crops at any time or times when, in its sole and absolute
judgment, the Produce Crops are not fit or suitable for shipment or
sale, or in the event that the market price then prevailing for the
Produce Crops is less than the actual costs of picking, packing,
hauling and shipping the same, it being understood that Distributor
may refuse to accept any shipment from RPC at the Warehouse and
return the shipment to RPC at RPC's expense. Distributor shall have
the right to resume the selling and marketing of the Produce Crops
whenever, in their sole and absolute judgment, the market price
therefore is sufficient to pay for said expenses.
1.7 Distributor Reporting To RPC. Distributor shall keep RPC informed
about marketing conditions and prices periodically, and shall report
to RPC the inspections and price of all of the Produce Crops
received. Distributor shall furnish copies of the account sales
(except customers' names and addresses) to RPC upon reasonable
request. It is understood that the account sales only indicate the
sales price at the time of shipment but such account sales are
subject to collection, adjustments, credits and final payment as
provided herein. RPC also acknowledges that daily fresh produce
prices quoted in the trade and press including such publications as
the Market News Services and/or other publications of the USDA or
other relevant state agencies are compiled in such a manner that
they are subject to manipulation by buyers and sellers of produce to
indicate a higher or at times lower price than is actually being
realized in the true majority of sales. Further, such publications
may not accurately reflect condition of produce, market demand or
other conditions such as regulatory action ultimately affecting the
price at which a specific lot of produce is sold in a specific
geographic market. The parties agree, therefore, that while these
prices may be used as one factor in setting a price at which
Distributor will sell Grower's produce, Distributor does not
guarantee that such prices will be obtained. Distributor agrees and
acknowledges that RPC may deliver such information and reports to
Growers, provided RPC shall be responsible for ensuring that Grower
understands that such information is provided to RPC pursuant to
this Agreement and does not constitute any representation or
warranty to Grower from Distributor or otherwise create a
contractual arrangement between Distributor and the Grower.
2. Commission. As compensation for its efforts in the sale of the Produce
Crops, Distributor shall receive a commission equal to twelve percent (12%)
of the Gross Sales Price of each Produce Shipment accepted by Distributor
("Commission"). Notwithstanding any other provision of this Agreement, in
the event RPC breaches this Agreement and sells any portion of the Produce
Crop anywhere in the World other than through Distributor ("Out of Contract
Sales"), then Distributor Commission shall be twelve percent (12%) of the
Gross Sales Price of the Out of Contract Sales.
3. Representations, Warranties, and Covenants of RPC. In addition to any
other representations, warranties, or covenants of RPC set forth herein, RPC
represents, warrants, and covenants that, as of the date hereof and at all
times during the term of this Agreement:
3.1 That RPC has all requisite power and authority to execute and
deliver this Agreement and to consummate the transactions
contemplated herein. This Agreement, when executed, will
constitute the legal, valid and binding obligation of RPC,
enforceable against it in accordance with its terms.
3.2 The execution, delivery, or performance of this Agreement by RPC
will not (a) result in a default (or give rise to any right of
termination, cancellation, or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture,
agreement, lease, or other instrument or obligation to which RPC is
a party or by which any of its assets are bound, except for such
defaults (or rights of termination, cancellation, or acceleration)
as to which requisite waivers or consents have been obtained, or
(b) violate any law or order of any federal, state, or local
governmental authority.
3.3 RPC has entered into binding agreements with each Grower providing
for RPC's acquisition, whether as buyer or agent, of the Grower's
produce to be delivered to the Warehouse and distributed and sold
by Distributor, which agreements shall include an acknowledgement
and agreement by each Grower that Distributor shall be entitled to
recover all payments due to it under this Agreement from the
Proceeds and deliver any balance to RPC. RPC shall, within ten
(10) days of execution of an agreement (or any amendment thereto)
between RPC and a Grower providing produce that are part of the
Produce Shipment, provide Distributor with a copy of such
agreement. Distributor recognizes and agrees that any estimates of
production presented in any agreement between RPC and a Grower or
presented during any negotiations between RPC and Distributor are
intended only as estimates of production or pro forma estimates of
cash flow. Such estimates do not constitute a guarantee of any
production or any minimum production by Grower or RPC.
3.4 All agreements between RPC and each Grower shall grant RPC an
ownership or security interest in the Produce Crop, which interest
may, in turn, be assigned or pledged to Distributor in accordance
with the terms of this Agreement.
4. Sales Proceeds. From the Proceeds, Distributor shall
4.1 first pay itself the Commission;
4.2 then pay itself the amounts necessary for it to recoup any other
expenses incurred by Distributor on behalf of RPC in connection
with the sale of Produce Shipments (collectively, referred to as
the "Distributor Payments"); and
4.3 finally, all Proceeds in excess of the foregoing amounts shall be
paid over to RPC within thirty (30) days of receipt by Distributor.
5. Covenants Regarding Further Information. RPC agrees that so long as
this Agreement remains in effect, it will notify Distributor in writing at
least sixty (60) days in advance of:
5.1 Any change whatsoever in the name of RPC;
5.2 Any change whatsoever in the state or jurisdiction in which RPC is
formed or qualified to transact business or any change in the RPC's
principal business address;
5.3 Any change whatsoever in the name(s) under which RPC conducts
business, any new names under which RPC intends to do business; or
5.4 Any new addresses at or from which RPC intends to do business or to
keep collateral of any kind.
6. Quality Control/Liabilities/Indemnification.
6.1 RPC agree to cause (i) the Growers to complete an audit by an
independent third-party food safety auditor (an "Audit") for
farming and packinghouse and (ii) RPC to complete an Audit of the
Warehouse operations on or before accepting produces from a Grower
or using said Warehouse. In the event the Audit discloses any
deficiencies of growing or Warehouse operations, RPC agrees or
agrees to require Grower to take corrective action at the sole
expense of RPC and/or Grower, as is reasonably necessary to cure
the deficiencies found within thirty (30) days of notification of
the results of the Audit and provide Distributor with reasonable
evidence of such corrections. RPC also agree to provide reasonable
assistance and cooperation in corrective actions of the Growers but
corrective action will be undertaken at the Grower's expense.
6.2 Distributor hereby agrees, to indemnify and hold harmless RPC, its
members, officers, directors, agents and employees from and against
any and all loss, damage, expense (including reasonable attorneys'
fees), claims, suits or liability which RPC or any of its members,
directors, officers, agents or employees may sustain or incur at
any time, for or by reason of any injury to or death of any person,
damage to any property, breach of contract or loss of profits, with
regard to the sales, accounting for, or distribution of the Produce
Crop by Distributor hereunder, which does not arise or is not
alleged to arise directly out of the intentional, reckless or
negligent conduct of RPC or its Growers.
6.3 RPC hereby agrees, to indemnify and hold harmless Distributor, its
shareholders, officers, directors, agents and employees from and
against any and all loss, damage, expense (including reasonable
attorneys' fees), claims, suits or liability which Distributor or
any of its shareholders, directors, officers, agents or employees
may sustain or incur at any time, for or by reason of any injury to
or death of any person, damage to any property, breach of contract
or loss of profits, with respect to any matter under this
Agreement, including without limitation, food safety issues,
employment issues, legal settlements and all costs related to
Warehouse and/or farming operations. As between RPC and
Distributor, the primary responsibility for the food safety of the
Produce Crop delivered by RPC or its Growers to Distributor
hereunder.
7. Governmental Regulation/Tomato Suspension Agreement. RPC will and will
cause each its Growers to agree to comply with any and all agreements and
governmental regulations applicable to the Produce Crops and Produce
Shipments, including, without limitation the Suspension Agreement effective
January 28, 2008 between the United States Department of Commerce (the
"Department") and various Mexican tomato producers/exporters with respect to
imports of fresh produce from Mexico (the "Suspension Agreement").
Signatories must ensure that sales of the subject Growers' products are made
consistent with the requirements of the Suspension Agreement. To that end,
Distributor, as the party that is responsible for the first sale of the
subject products in the United States (defined in the Suspension Agreement
as the "Selling Agent"), and RPC incorporate all the terms of the Suspension
Agreement, and any subsequent amendments, modifications or clarifications
thereof within this Agreement as if fully set forth herein, including by way
of illustration but not necessarily limited to the following provisions:
(1) Distributor will sell the subject products in accordance with all terms
of the Suspension Agreement;
(2) Distributor will establish a contract with third parties to ensure that
adjustments for spoilage or other claims inconsistent with the Suspension
Agreement will not be permitted;
(3) Distributor will maintain documentation demonstrating that sales of
RPC's products are made consistent with the requirements of the Suspension
Agreement;
(4) Distributor consents to the release of all information presented to or
obtained by the Department during the conduct of verifications with the U.S.
Customs Service and/or the U.S. Department of Agriculture (the "USDA");
(5) If the adjustment reduces the net sales price below the reference
price, the Distributor must resolve all claims and complete all paper work
with respect to claims for changes in condition after shipment within
fifteen (15) business days after the USDA inspection unless the claim is
referred to PACA for mediation;
(6) Where the Distributor sells through an affiliated party, the transfer
price from the Distributor to the affiliate must be at or above the
reference price and any subsequent sale to an unaffiliated party must
include the actual cost of markups (e.g., trucking charges) that reflect
arm's-length costs;
(7) Where the Distributor facilitates a sale of subject products for
processing, the Distributor will follow the procedures outlined in Appendix
F of the Suspension Agreement; and
(8) With respect to sales of Mexican produce to Canada, the Distributor
must maintain the following information in its files: a) Signatory name and
identification number; b) Shipping manifest; c) An invoice identifying sale
date, brand, tomato type, quantity (boxes), and value; d) Entry
documentation from Canadian Customs (i.e., Form B3, the "Canada Customs
Coding Form"); and e) Form for Notifying Canadian Customer That Re-sales of
Signatory Merchandise into the United States Are covered by the Terms of the
December 2002 Suspension Agreement.
8. Force Majeure. No Party to this Agreement shall be required to perform,
or be liable for failure to perform, if non-performance is due to causes
beyond the reasonable control of the Party ("force majeure"), such as, but
not limited to, strikes, work stoppage, or labor trouble or labor
injunctions, water shortages, car or truck shortages of third party
carriers, transportation difficulties, injunctions, war, hostilities, acts
of terrorism or national emergencies, Acts of God (i.e. hurricanes, floods,
earthquakes, droughts, plagues, etc.), the elements, power failures, seed
failure, crop failure or low production, unexcused breach of contract by a
Grower. Should any Party be delayed or prevented from performing hereunder
due to an event of force majeure as described above, the affected Party
shall promptly notify the other Party and the Parties shall meet to agree in
writing on the course of action to be taken to eliminate or minimize the
impact of the event of force majeure as described above, taking into account
all circumstances surrounding such cause or event.
9. Term; Termination. The term of this Agreement shall be three (3)
calendar years beginning on the Effective Date, and shall automatically
renew for additional terms of one (1) year each, unless either Party gives
the other Parties at least ninety (90) days notice prior to end of the
initial or any renewal term of this Agreement.
10. Additional Consideration. In further consideration for Distributor
agreeing to enter into this Agreement, RPC agrees to transfer the Shares to
LFC-RPC Investment, LLC, a subsidiary of LFC. RPC represents and warrants
to Distributor that as of March 31, 2010, RPC had two classes of shares
authorized, (1) Preferred - $0.001 par value, 5,000,000 shares authorized,
none issued or outstanding; and (2) Common - $0.001 par value; 70,000,000
shares authorized; 766,667 issued and outstanding. RPC subsequent to March
31, 2010 and just prior to the date of this Agreement agreed to issue
22,250,000 to new investors for an investment of $90,000.00. RPC represents
that the value of the Shares as of the date of this Agreement is not in
excess of, $2,223.00 ($.00444 x 500,000). RPC also represents and warrants
that RPC will be treated as corporation with no election under Subchapter S
of the Internal Revenue Code of 1986, as amended, for federal income tax
purposes (a C corporation).
11. Governing Law. This Agreement, the rights and obligations of the
Parties hereto, and any claims or disputes relating thereto, shall be
exclusively governed by and construed in accordance with the laws of the
State of Florida (without regard to any Florida law which would require the
application of the law of any other state or jurisdiction). Venue for any
dispute under this Agreement shall exclusively be in the state courts of
competent jurisdiction sitting in Lee County, Florida.
12. Waiver. No waiver by Distributor of any default shall operate as a
waiver of any other default or of the same default on a future occasion. No
delay or omission on the part of Distributor in exercising any right or
remedy shall operate as a waiver thereof, and no single or partial exercise
by Distributor or any right or remedy shall preclude any other or further
exercise thereof or the exercise of any other right or remedy.
13. Time of the Essence. Time is of the essence of this Agreement.
14. Notice. Whenever any notice is required or permitted to be given under
any provision of this Agreement, such notice shall be in writing, signed by
or on behalf of the Party giving the notice, and shall be deemed to have
been given when delivered by personal delivery or mailed by certified or
registered mail, postage prepaid, return receipt requested, addressed to the
Party to whom such notice is to be given. If to RPC at 4370 La Jolla
Village Drive, Suite 400 San Diego CA 92122; and if to Distributor, at 315
East New Market Road (34142), Post Office Box 3088, Immokalee, Florida
34143, or at such other address as a Party may by written notice hereunder
request future notices to be sent.
15. Amendments. Except to the extent that another provision of this
Agreement expressly provides to the contrary, any amendment to this
Agreement must be in writing and must be approved by all of the Parties.
16. Binding Effect. Except to the extent that another provision of this
Agreement expressly provides to the contrary, this Agreement shall be
binding on and inure to the benefit of the Parties to it and their
respective estates, personal representatives, executors, administrators,
heirs, devisees, successors and permitted assigns.
17. Severability. The provisions of this Agreement shall be severable.
Any section, paragraph, clause or provision of this Agreement which is found
to be unenforceable or invalid shall not affect the enforceability or
validity of any other section, paragraph, clause or provision of this
Agreement.
18. Construction. The Parties acknowledge that they each participated in
the drafting of this Agreement and the negotiation of its provisions. This
Agreement shall not be construed for or against any Party, regardless of
whether some Parties had a greater degree of participation than others.
This Agreement sets forth the entire understanding and agreement of the
Parties with respect to its subject matter and supersedes all prior
understandings, dealings and communications, including negotiations,
discussions, representations, warranties, information, documents and
agreements, whether written or oral, with respect to its subject matter.
19. Pronouns. References in this Agreement to a Party or any other person
in the singular or plural or as him, her, it, or other like references,
shall also, where the context so requires, be deemed to include the singular
or the plural reference, or the masculine, feminine or neuter reference, as
the case may be.
20. Exhibits. If any party should execute and deliver any agreement,
instrument or certificate which constitutes an exhibit to this Agreement,
while such agreement, instrument or certificate is still in exhibit form or
otherwise labeled as an exhibit, such acts shall be deemed to constitute the
execution and delivery of the final and binding agreement, instrument, or
certificate itself, and shall not be construed as demonstrating a mere
approval by such party of the form of the exhibit.
21. Headings. The headings used in this Agreement are for convenience only
and shall not be construed in interpreting this Agreement.
22. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original instrument, and said
counterparts shall constitute but one and the same instrument which may be
sufficiently evidenced by one counterpart. Facsimile copies of executed
documents or executed documents sent as a PDF attachment to an e-mail
transmission, shall be deemed originals for all purposes.
The Parties have signed this Agreement on the date last below written,
effective as of the Effective Date, with the intent to be legally bound.
Six L's Packing Company, Inc. Reshoot Production Company
/s/ Toby Purse /s/ Marc Schechtman
----------------------------- -------------------------------
By: Toby Purse By: Marc Schechtman
Its: President Its: Director
Dated: May 12, 2010 Dated: May 12, 2010
Custom - Pak, Inc.
/s/ Toby Purse
-----------------------------
By: Toby Purse
Its: President
Dated: May 12, 2010
