iPura®
Food Safety
& Quality Assurance Services Agreement

       

      This
iPura® Food Safety & Quality
Assurance Services Agreement
(the “Agreement”) is
made as of __________, 2008, by and between:

       

      Global Food Technologies,
Inc., a corporation organized and duly established under the laws of the
State of Delaware, United States of America (“GFT”):

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Certificate
      of Incorporation No.

                              	
                                :

                              	
                                301
      8002

                              
	 	 	 
	
                                Date
      of issuance

                              	
                                :

                              	
                                24
      March 1999

                              
	 	 	 
	
                                Place
      of issuance

                              	
                                :

                              	
                                Wilmington,
      Delaware USA

                              
	 	 	 
	
                                Address
      of head office

                              	
                                :

                              	
                                Corporate
      Trust Center

                                1209
      Orange St.

                                Wilmington
      Delaware 19801 USA

                              
	 	 	 
	
                                Address
      of corporate office

                              	
                                :

                              	
                                13
      Court Street, Hanford, California 93230, USA

                              
	 	 	 
	
                                Telephone

                              	
                                :

                              	
                                559-589-0100

                              
	 	 	 
	
                                Fax

                              	
                                :

                              	
                                559-589-0111

                              
	 	 	 
	
                                Represented
      by

                              	
                                :

                              	
                                Stanley
      John Bien – USA Passport
712060193

                              


                      

                    

                  

                

              

            

          

        

      

       

      and

       

      FIMEX VN Sao Ta Foods Joint Stock
Company, a company organized and duly established under the laws of the
Socialist Republic of Vietnam ("Processor"):

       

      
        
          
            
              
                
                  	
                          Business
      Registration Certificate No.

                        	
                          :

                        	
                          5903000012

                        
	 	 	 
	
                          Date
      of issuance

                        	
                          :

                        	
                          19/12/2002

                        
	 	 	 
	
                          Place
      of issuance

                        	
                          :

                        	
                          Investment
      and Planning Department of Soc Trang

                        
	 	 	 
	
                          Address
      of head office

                        	
                          :

                        	
                          Km
      213, National Road 1A, Ward 2, Soc Trang City, Soc Trang Province, Viet
      Nam

                        


                

              

            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	
                        Represented
      by

                      	
                        :

                      	
                         Ms. Duong Ngoc
      Kim              General
      Director

                      
	 	 	 
	
                        Tel

                      	
                        :

                      	
                        008479822223-
      008479822204

                      
	 	 	 
	
                        Fax

                      	
                        :

                      	
                        0084798222122-
      008479825665

                      


              

            

          

        

      

       

      GFT and
Processor are hereinafter referred individually to as “Party” and collectively to as
“Parties”.

       

      Recitals:

       

      
        	
                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.

              


      

       

      The iPura
System is a component of GFT’s iPura Food
Safety and Quality Assurance Services Program (“iPura Food Safety Program”),
representing The Highest
Standard in Food SafetyTM, making food products cleaner and safer without
affecting the natural taste, texture, color or nutritional value of the
processed food.

       

      The iPura
System also has the potential to extend the shelf life of the processed
products. Among other benefits, the iPura Food
Safety Program helps seafood processors increase the quality, safety and
economic value of their products by reducing or eliminating the waste and risk
of liability associated with the distribution of certain contaminated seafood
products, thereby increasing consumer confidence in their products and enabling
their products to qualify for participation in the iPura
Supplier Program
described below.

       

      
        	
                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”).

              


      

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                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.

              


      

       

      Accordingly,
Processor desires to upgrade part of the facilities at Processor's Plant to
enable it to qualify it
to participate in a limited fashion in the iPura
Supplier Program, and, in pursuance thereof by this Agreement, to have GFT
install and operate the iPura
System at the Site,
provide the iPura
Services at the Site and enter into a SA with GFT concurrently with the
execution of this Agreement.  GFT is willing to provide Processor
those opportunities.

       

      More
importantly, the Processor via this business arrangement with GFT under this
Agreement will have better chances to gain recognition as having the highest
standards in processing seafood and food safety in the international market,
especially in the U.S., and also have an opportunity to gain international
market share.

       

      
        	
                D.

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

              


      

       

      In
consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

       

      1.           DEFINITIONS

       

      As used herein, the following terms
have the following meanings:

       

      
        	
                 
      

              	
                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.

              


      

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                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.

              


      

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                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.

              


      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                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 Km
      2132, National Road 1A Soc Trang Province,
  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 shrimp.

              


      

       

      
        	
                 
      

              	
                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.

              


      

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                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.

              


      

       

      
        	
              	
                1.41 

              	
                Vietnam means
      the Socialist Republic of Vietnam

              


      

       

      
        	
                2. 

              	
                LICENSE
      GRANT  AND THE TREATED
PRODUCTS

              


      

       

      Subject
to the terms and conditions of this Agreement, GFT hereby grants, and Processor
hereby undertakes, for the Term and for each Renewal Term, a non-exclusive,
non-transferable, worldwide license:

       

      (a)           to
use the Licensed Materials solely for internal business purposes;
and

       

      
        	
                 
      

              	
                (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. 

              	
                MANUFACTURE
      AND INSTALLATION OF EQUIPMENT

              


      

       

      
        	
                 
      

              	
                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.

              


      

       

      The iPura System will be
installed by or under the direction of GFT Personnel and/or contractors on the
Site at Processor’s Plant in accordance with the provisions of Section
3.2.

       

      Design,
plans and engineering for the iPura System to be installed
at the Site will start within thirty (30) days after Processor and GFT execute
this Agreement, and the SA; installation thereof will be completed as promptly
as reasonably practical thereafter, with a target date of December 1, 2008,
subject to performance by Processor of all of its obligations to be performed
hereunder in facilitation of such installation on a timely and cooperative
basis.

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                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.

              


      

       

      In
carrying out the foregoing installation requirements, Processor shall fully and
timely cooperate and coordinate with GFT Personnel who are assigned to supervise
such work.  Processor shall be responsible for paying all Installation
Costs on a timely basis when and as incurred (or, if GFT is billed directly by
the provider of the materials, services or other items that are included in
Installation Costs, then within seven (7) days from the date of issuance of the
invoice or written notice to pay from GFT).  Processor shall not
remove the iPura System, or move the
iPura System or any part
thereof from its originally installed location at the Site without GFT’s advance
written consent, which may be conditioned on GFT's participation in the proposed
action.  Furthermore, Processor shall guarantee and provide GFT
Personnel continuous access to the Site.

       

      
        	
                 
      

              	
                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.

              	
                OPERATION
      AND MAINTENANCE OF THE iPura
      SYSTEM;  INSPECTION OF TREATED
PRODUCT

              


      

       

      
        	
                 
      

              	
                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:

              


      

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (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.

              


      

       

      It is
understood that the visual inspection provided for herein shall not exempt the
Processor from any of its responsibilities under this Agreement nor limit
Processor's representations and warranties under this Agreement. Furthermore,
such visual inspection shall not relieve Processor of liability for latent
deficiencies not visible to the unaided, naked eye.

       

      
        	
                 
      

              	
                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):

              


      

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (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.

              


      

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                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. 

              	
                SPECIFIC
      PROCESSOR RESPONSIBILITIES

              


      

       

      
        	
                 
      

              	
                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;

              


      

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (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;

              


      

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (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 Processor shall be responsible for any loss or damage
      suffered by GFT for the failure of Processor to observe its
      responsibilities set out in Section 5.2
above.

              


      

       

      
        	
                 
      

              	
                5.4

              	
                Ownership and Custody
      after Delivery.  The Treated Product shall be under the
      ownership and custody of GFT from the time it is actually delivered to GFT
      in accordance with the shipment terms specified by GFT from time to
      time.

              


      

       

      
        	
                 
      

              	
                5.5

              	
                Additional
      Responsibilities of Processor. In addition to its responsibilities
      specified above, the Processor hereby undertakes the
      following:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Processor
      undertakes to provide sufficient Seafood as required by the Buyer from
      time to time and as indicated in each purchase order submitted by Buyer
      pursuant to the SA.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Processor
      shall not grant any pledge, mortgage or other security interest in or
      otherwise covering the Equipment, Parts/Tools/Supplies, GFT's Properties
      and/or GFT's IP to any  third party unless otherwise approved in
      writing by GFT.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Processor
      shall be responsible for:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                providing
      a sufficient and uninterrupted supply of power, water, telecommunication,
      other necessary or desirable utilities and facilities to ensure the
      continuous processing of Product through the iPura
      System to ensure full and timely satisfaction of all of Buyer's orders for
      Treated Product (“Utilities and
      Facilities”);

              


      

       

      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                for
      avoidance of doubt, GFT agrees to reimburse Processor for the
      actual  Internet  and telephone expenses directly
      attributable to GFT's staff usage of such services at the Site, provided
      such expenses are not greater than those customarily charged by the
      service provider to Processor for its own needs; No additional telephone
      or internet fees shall be incurred by
Processor.

              


      

       

      
        	
                 
      

              	
                 (iii)

              	
                providing
      sufficient and uninterrupted accessory services to ensure the continuous
      processing of Product at the Site, including, without limitation, waste
      water drainage, liquid and solid waste discharge, etc. (“Accessory Services”).
      GFT agrees to pay any additional fees incurred by processor due to sewer,
      solid waste discharge, etc. attributable to
GFT.

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                In
      any case where the supply for Utilities and Facilities and/or Accessory
      Services are interrupted so as to delay the delivery of the Treated
      Product to Buyer per its orders, Processor shall be solely liable for any
      damage resulting from such delay of the delivery of Treated Product,
      except for the cases of Force Majeure as provided in Section 11.3. In this
      circumstance, GFT shall have the right, at the cost of Processor (which
      costs Processor shall pay immediately upon demand of GFT), to carry out
      measures to mitigate, including, without limitation, (1) hiring power
      generator(s) at capacity sufficient for backing up continuous processing,
      (2) obtaining alternative water supplies, (3) engaging contractors, and
      (4) doing everything else necessary or advisable to provide Utilities and
      Facilities and/or Accessory Services, as appropriate, to ensure the
      continuous processing of Product to fully and timely satisfy Buyer's
      orders for such Product .

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Processor
      shall deliver to the Site only Seafood that is intended to be treated
      through the iPura
      System pursuant to orders submitted by Buyer, and, except as may otherwise
      be provided in this Agreement, shall not perform any other operation on
      the Product or place any goods irrelevant to the processing of the Product
      at the Site or another location agreed to by GFT in writing.  In
      the event that Processor desires to make any alteration to the Site,
      Processor shall not do so without the prior written consent of
      GFT.  In any case, Processor shall be liable for any disruption
      of the processing of the Products or loss or damage arising out of or in
      connection with alterations in the operation or the
  Site.

              


      

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                5.6

              	
                Subject
      to Section 11.3, any violation by the Processor of the obligations
      provided in this Section 5 is considered a material breach that, in
      addition to entitling GFT to pursue its remedies, is grounds for
      termination of this Agreement by GFT in accordance with the provisions of
      Section 6.3(a).

              


      

       

      
        	
                6. 

              	
                TERM
      AND RENEWAL TERM

              


      

       

      
        	
                 
      

              	
                6.1

              	
                Term.  The
      initial term of this Agreement shall commence when all parties have
      executed this Agreement and shall expire three (3) years after the
      Installation Date (the “Term”).

              


      

       

      
        	
                 
      

              	
                6.2

              	
                Renewal.  GFT
      may renew this Agreement upon written notice given to Processor at least
      sixty (60) days prior to the expiration of the initial Term or then
      current Renewal Term, for an additional term of three (3) years (each such
      term, a “Renewal
      Term”) running consecutively with and immediately following the
      preceding term, if the
      following conditions are met: (1) the SA or a replacement therefore
      is then in effect between GFT and Processor; and (2) GFT has not
      materially defaulted in its obligations under this Agreement during the
      preceding three-year period.

              


      

       

      6.3           Termination by
GFT.

       

      
        	
                 
      

              	
                (a)

              	
                Breach.  GFT
      may terminate this Agreement if Processor breaches this Agreement,
      including any of its obligations under this Agreement, and fails to fully
      rectify the breach within thirty (30) days after GFT gives written notice
      to Processor specifying the breach.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Insolvency.  GFT
      shall have the right to terminate this Agreement immediately upon written
      notice to the Processor in the event that Processor becomes insolvent,
      proposes any dissolution, liquidation, composition, financial
      reorganization or recapitalization with creditors, or makes an assignment
      for the benefit of creditors, or if any receiver, liquidator, creditor or
      similar agent is appointed or takes possession with respect to any
      property or business of Processor, or if Processor has filed against it a
      petition under any bankruptcy or insolvency law which is not dismissed
      within sixty (60) days.

              


      

       

      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                Dependency of
      Agreements.  Processor and GFT understand and agree that
      GFT would not execute this Agreement unless adequate assurance was given
      that if Processor breaches either this Agreement or the SA, such breach
      would constitute a breach under both of said
      agreements.  Accordingly, Processor and GFT agree that any
      breach by Processor under this Agreement or the SA shall constitute a
      breach under both of said agreements, whereupon GFT shall be entitled to
      pursue any one or more or all of its remedies, including the right to
      terminate, under any one or both of said agreements for said
      breach.

              


      

       

      
        	
                 
      

              	
                6.4

              	
                Effect of
      Termination.  Upon termination of this Agreement, all
      rights and licenses granted to Processor under this Agreement shall
      immediately be terminated, and GFT shall have the right and option to
      remove and transport the iPura
      System to a new location of GFT's choice anywhere in the world at
      Processor's sole cost and expense and with Processor's full cooperation,
      on a time schedule specified by GFT.    Within thirty
      (30) days after termination of this Agreement, Processor shall pay to GFT
      all accrued and unpaid amounts owed by Processor to GFT hereunder,
      including damages incurred by GFT as a result of any breach by Processor
      of its obligations hereunder.

              


      

       

      
        	
                7. 

              	
                PROPRIETARY
      RIGHTS

              


      

       

      
        	
                 
      

              	
                7.1

              	
                Ownership.  All
      right, title and interest in and to the Licensed Materials, the iPura
      Seal, the iPura
      Food Safety Program, and the iPura
      Supplier Program, including each of their component parts (severally and
      collectively “GFT’s
      Properties”), and all patent, copyright, trademark, trade secret
      and all other intellectual and industrial property rights therein and
      thereto (severally and collectively “GFT’s IP”) shall remain
      with and shall be owned exclusively by GFT and its licensors, and
      Processor shall have no right, title or interest therein or
      thereto.  Processor will not claim any such right, title or
      interest or take any position adverse to GFT’s ownership of any and/or all
      such rights title and interests.

              


      

       

      
        	
                 
      

              	
                7.2

              	
                Innovations.  Any
      improvements, inventions, or innovations related to GFT’s Properties
      and/or GFT’s IP made during the Term (“Innovations”) shall be
      the exclusive property of GFT, free of royalties, notwithstanding the fact
      that an Innovation may have been created, initiated or suggested by
      Processor, including Processor’s employees, officers and
      agents.  Processor undertakes to fully cooperate with GFT in any
      filings for protection of Innovations and Processor undertakes to fully
      cooperate as GFT may request, including signing written assignments and
      waivers of interest in all such
Innovations.

              


      

       

      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                7.3

              	
                Markings.  Processor
      shall not alter or remove any patent, copyright, trademark, trade secret,
      proprietary, and/or other notices contained on or in copies of GFT’s
      Properties and/or GFT’s IP.  Processor shall reproduce all such
      notices on or in all copies of GFT’s Properties and/or GFT’s IP made by
      Processor.

              


      

       

      
        	
                 
      

              	
                7.4

              	
                No Reverse
      Engineering.  Processor shall not modify GFT’s Properties
      and/or GFT’s IP.  Processor shall not cause or permit
      disassembly or reverse engineering of the iPura
      System.

              


      

       

      
        	
                 
      

              	
                7.5

              	
                Reporting of
      Violations.  Processor shall promptly report to GFT any
      actual or suspected violation of this Section 7 and shall take all
      reasonable further steps requested by GFT to prevent or remedy any such
      violation.  Processor shall take appropriate action by
      instruction or agreement with its employees to satisfy its obligations
      under this Section 7.

              


      

       

      
        	
                8. 

              	
                CONFIDENTIALITY

              


      

       

      
        	
                 
      

              	
                8.1

              	
                Confidential
      Information.  Processor may be given access to
      information or materials that are considered trade secret, confidential
      and/or proprietary to GFT, including the Licensed Materials, or any
      portions thereof, and other documentation, materials, or technical
      information related to GFT Properties and/or GFT IP (“Confidential
      Information”).

              


      

       

      
        	
                 
      

              	
                8.2

              	
                Restrictions on Use
      and Disclosure.  Processor shall: (1) treat all
      Confidential Information as strictly confidential; (2) not disclose any
      Confidential Information to any other person or entity without the prior
      written consent of GFT; (3) protect the Confidential Information with at
      least the same degree of care and confidentiality as it affords its own
      confidential information, at all times exercising at least a reasonable
      degree of care in such protection; and (4) not use any Confidential
      Information for any purpose other than the implementation of this
      Agreement.  The restrictions in this Section 8.2 shall survive
      for a period of five (5) years after the termination or expiration of this
      Agreement, except that such non-disclosure period shall be perpetual in
      the case of Licensed Materials or any portions thereof, and any of the
      Confidential Information that is a trade
secret.

              


      

       

      
        	
                 
      

              	
                8.3

              	
                Return of Confidential
      Information.  Processor shall promptly return all
      tangible material embodying Confidential Information (in any form and
      including, without limitation, all summaries, copies and excerpts of
      Confidential Information) upon the earlier of (1) the termination or
      expiration of this Agreement; or (2) GFT’s written
  request.

              


      

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                8.4

              	
                Terms of
      Agreement.   Processor understands that GFT could
      suffer serious harm if the terms of this Agreement were ever to be
      divulged to others.  Processor undertakes, represents and
      warrants to GFT, that Processor will not disclose any of the provisions of
      this Agreement to anyone except its attorney, banker, accountant and/or
      prospective bona-fide purchaser of its business (none of whom shall
      disclose it to any other person) or pursuant to court
      order.  Any disclosure thereof by Processor or its attorney,
      banker, accountant and/or prospective bona-fide purchaser of its business
      to another person will be deemed a violation of this Section
      8.4.  Processor shall take all necessary precautions to ensure
      the safekeeping and confidentiality of this
      Agreement.  Processor's violation of this confidentiality clause
      shall constitute a breach of this Agreement, terminate Processor's option
      to extend the term of this Agreement (if any is provided for herein), and
      GFT shall have the right to terminate this Agreement and/or pursue any
      other remedies available to GFT.

              


      

       

      
        	
                9.

              	
                REPRESENTATIONS
      AND WARRANTIES, LIMITATION OF LIABILITY, AND
    INDEMNIFICATION

              


      

       

      
        	
                 
      

              	
                9.1

              	
                Representations and
      Warranties by GFT.  GFT makes the following
      representations and warranties to
Processor:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                GFT
      is a corporation duly organized, validly existing and in good standing
      under the laws of its jurisdiction of incorporation.  GFT has
      the requisite corporate authority and power to enter into, execute and
      deliver this Agreement and each agreement, certificate, document and
      instrument to be executed and delivered by it pursuant to this Agreement
      (collectively, the “GFT
      Documents”) and to perform its obligations hereunder and
      thereunder.  The execution, delivery and performance of this
      Agreement and the other GFT Documents have been duly authorized by all
      corporate action of GFT.  This Agreement and each of the other
      GFT Documents have been duly executed and delivered by GFT and each
      constitutes a valid and binding obligation of GFT enforceable in
      accordance with its terms, except as enforcement may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium or similar
      laws affecting creditors’ rights generally and by general principles of
      equity (regardless of whether considered in a proceeding in equity or at
      law).

              


      

       

      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                The
      execution, delivery and performance by GFT of this Agreement and the other
      GFT Documents, the fulfillment of and compliance with the terms and
      provisions hereof and thereof and the consummation by GFT of the
      transactions contemplated hereby and thereby do not and will not (with or
      without notice or lapse of time, or both) conflict with or result in any
      violation by GFT under any provisions of or result in acceleration,
      termination, cancellation or modification of, or constitute a default
      under: (1) any provision of the organizational or other governing
      documents of GFT; (2) any note, bond, mortgage, indenture, deed of trust,
      license, franchise, permit, concession, contract, lease, agreement or
      other instrument, obligation or agreement of any kind to which GFT is a
      party or by which GFT may be bound or affected; or (3) any judgment,
      order, decree or statute, law, ordinance, rule or regulation applicable to
      GFT, its properties or assets; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                GFT
      has the right to grant the license to the iPura Seal and the
      Licensed Materials granted herein.

              


      

       

      
        	
                 
      

              	
                9.2

              	
                Disclaimers.  EXCEPT
      AS SET FORTH IN SECTION 9.1 ABOVE, THE LICENSED MATERIALS, THE iPura 
      SEAL AND THE iPura FOOD SAFETY
      PROGRAM ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND,
      WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND GFT DISCLAIMS ALL OTHER
      WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT,
      OR FITNESS FOR A PARTICULAR PURPOSE.  WITHOUT LIMITING THE
      GENERALITY OF THE FOREGOING, GFT DOES NOT REPRESENT THAT THE iPura FOOD SAFETY PROGRAM WILL BE
      ERROR FREE.

              


      

       

      
        	
                 
      

              	
                9.3

              	
                Limitation on
      Liability.  PROCESSOR’S EXCLUSIVE REMEDY AND GFT’S ENTIRE
      LIABILITY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN
      CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO
      THE RECOVERY OF PROVEN DAMAGES UP TO THE TOTAL OF THE INSTALLATION COSTS
      ACTUALLY PAID BY PROCESSOR PURSUANT TO THIS AGREEMENT, AND GFT'S LIABILITY
      IS FURTHER SUBJECT TO PROCESSOR GIVING NOTICE TO GFT OF THE SPECIFIC ACT,
      OMISSION OR OTHER BASIS GIVING RISE TO SUCH ALLEGED LIABILITY, WHICH
      NOTICE MUST BE GIVEN NOT LATER THAN ONE YEAR AFTER THE LIABILITY GIVING
      RISE TO THE CLAIM AROSE.

              


      

       

      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                9.4

              	
                No Incidental
      Damages.  IN NO EVENT SHALL GFT BE LIABLE TO PROCESSOR OR
      ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL
      DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR FAILURE TO REALIZE EXPECTED
      REVENUE OR SAVINGS, ARISING UNDER THIS AGREEMENT OR RELATING TO ALL OR ANY
      PART OF THE iPura FOOD SAFETY PROGRAM, THE iPura SEAL OR THE LICENSED
      MATERIALS, EVEN IF GFT HAS BEEN ADVISED OF OR COULD HAVE REASONABLY
      FORESEEN THE POSSIBILITY OF SUCH DAMAGES.  THE LIMITATIONS OF
      LIABILITY IN THIS AGREEMENT SHALL APPLY EVEN IF A REMEDY IS DEEMED TO HAVE
      FAILED OF ITS ESSENTIAL PURPOSE.

              


      

       

      
        	
                 
      

              	
                9.5

              	
                Indemnification by
      GFT.  GFT agrees to indemnify, hold harmless and defend
      Processor, its affiliates and their respective directors, officers,
      agents, employees, representatives, successors, and assigns (severally and
      collectively the “Processor Indemnitees”)
      from and against any and all liabilities, losses, damages, claims, suits
      and expenses, including without limitation reasonable attorneys’ fees, of
      whatever kind and nature imposed upon or incurred by or asserted against
      the Processor Indemnitees relating to or arising out of any claim, action,
      investigation, proceeding or suit that alleges, in whole or in part, that
      the iPura
      Food Safety Program, or any component thereof, infringes or violates any
      patents, copyrights, trade secrets, licenses or other property, contract,
      personal or proprietary rights of any third party (an “Infringement”).  In
      the event that the iPura
      Food Safety Program, or any component thereof, is held to constitute an
      Infringement, GFT shall, at its expense and in addition to any other
      rights or remedies available to Processor under this Agreement, at law or
      in equity, (1) modify the infringing item without impairing in any
      material respect its functionality or performance, so that it is
      non-infringing; (2) procure for Processor the right to continue using the
      infringing item; or (3) replace the infringing item with equally suitable
      and functionally equivalent material.  Notwithstanding the
      foregoing, GFT shall have no liability or obligation to indemnify
      Processor for any claim of Infringement based upon (x) use of a superseded
      or altered version of the infringing item, if such Infringement would have
      been avoided by the use of a current, unaltered version of the infringing
      item that GFT has provided to Processor, and in the case of a current
      version of the item, has notified Processor that such new versions need to
      be substituted and has provided a reasonable period of time for
      substitution; (y) the combination, operation, or use of any of the iPura Food Safety Program
      components, the iPura
      Seal or the Licensed Materials with components, hardware, or other
      materials not furnished by GFT to Processor, if such Infringement would
      have been avoided by the proper and lawful use of the iPura Food Safety Program
      components, the iPura
      Seal or the Licensed Materials without such other components, hardware or
      other materials; and (z) use of any of the iPura Food Safety Program
      components, the iPura
      Seal or the Licensed Materials in a manner that violates the terms of this
      Agreement.

              


      

       

      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      
        	
                10.

              	
                PROCESSOR’S
      REPRESENTATIONS AND WARRANTIES  AND
    INDEMNIFICATION

              


      

       

      
        	
                 
      

              	
                10.1

              	
                Representations and
      Warranties.  Subject to Section 11.3, Processor makes the
      following representations and warranties to
GFT:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Processor
      is duly organized, validly existing and in good standing under the laws of
      Vietnam. Processor has the requisite corporate authority and power to
      enter into, execute and deliver this Agreement and each agreement,
      certificate, document and instrument to be executed and delivered by it
      pursuant to or in contemplation of this Agreement, including the SA
      (collectively, “Processor
      Documents”) and to perform its obligations hereunder and
      thereunder.  The execution, delivery and performance of this
      Agreement and the other Processor Documents have been duly authorized by
      all necessary action of Processor.  This Agreement and each of
      the other Processor Documents have been duly executed and delivered by
      Processor and each constitutes a valid and binding obligation of Processor
      enforceable in accordance with its terms, except as enforcement may be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium
      or similar laws affecting creditors’ rights generally and by general
      principles of equity (regardless of whether considered in a proceeding in
      equity or at law).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      execution, delivery and performance by Processor of this
      Agreement  and the other Processor Documents, the fulfillment of
      and compliance with the terms and provisions hereof and thereof and the
      consummation by Processor of the transactions contemplated hereby and
      thereby do not and will not (with or without notice or lapse of time, or
      both) conflict with or result in any violation by Processor under any
      provisions of or result in acceleration, termination, cancellation or
      modification of, or constitute a default under: (1) any provision of the
      constitutional or other governing documents of Processor; (2) any note,
      bond, mortgage, indenture, deed of trust, license, franchise, permit,
      concession, contract, lease, agreement or other instrument, obligation or
      agreement of any kind to which Processor is a party or by which Processor
      may be bound or affected; or (3) any judgment, order, decree or statute,
      law, ordinance, rule or regulation applicable to Processor, its properties
      or assets;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                As
      of the execution date of this Agreement, all business licenses and
      approvals necessary for  the processing of the Product,
      establishment and operation of the Site and the Processor’s
      Plant,  and/or otherwise required in connection with or under
      this Agreement to fully implement the Parties intents and purposes have
      been obtained and will be maintained by Processor during the Term and each
      Renewal Term;

              


      

       

      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                Processor
      will obtain all necessary licenses, approvals and permissions from the
      relevant Vietnamese Authority for environmental protection, safety and
      hygiene and any other matter related to Product processing, Processor's
      Plant and the Site, and complete all other necessary measures in pursuance
      thereof, including but not limited to maintenance of such approvals, etc.
      at all times during the Term and each Renewal
  Term;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Any
      and all matters concerning this Agreement can be performed and effected in
      a completely legal manner and will be performed and effected in a
      completely legal manner;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                In
      order to smoothly perform and effect this Agreement, all necessary
      interactions with the relevant Vietnamese Authority will occur on a
      continual basis;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Processing
      the Product and other work related to this Agreement and the SA shall be
      clearly separated from the other work and businesses of the Processor, and
      the results and accounting under this Agreement shall be administered
      independently and in accordance with the laws of Vietnam consistent with
      accounting standards established by the International Accounting Standards
      Board (IASB);

              


      

       

      
        	
                 
      

              	
                (h)

              	
                No
      claim, lien or action exits or is threatened against it that would
      interfere in the business operations of the Processor and affect the Site
      and/or the Processor’s Plant;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Only
      the Product ordered by Buyer will be delivered to the GFT work area at the
      Site;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                Product
      delivered to the GFT work area will be free of antibiotics or other drugs
      not approved for food under any applicable Governmental Authority, such as
      but not limited  to the FFDCA;
and

              


      

       

      
        	
                 
      

              	
                (k)

              	
                All
      Treated Product will be packaged and its packaging labeled in conformance
      with the descriptions and requirements set forth in each respective
      purchase order and the applicable laws of Vietnam and all applicable
      Governmental Authority, such as but not limited to the
    FPLA.

              


      

       

      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                10.2

              	
                Indemnification by
      Processor.  Processor agrees to indemnify, hold harmless
      and defend GFT, its affiliates and their respective directors, officers,
      agents, employees, representatives, successors, and assigns (severally and
      collectively the “GFT
      Indemnitees”) from and against any and all liabilities, losses,
      damages, claims, suits and expenses, including without limitation
      reasonable attorneys’ fees, of whatever kind and nature imposed upon or
      incurred by or asserted against the GFT Indemnitees relating to or arising
      out of a breach of this Agreement by Processor.  Processor shall
      pay all costs and damages finally awarded against the GFT Indemnitees in
      such an action provided that GFT gives Processor prompt written notice of
      such claim, reasonable assistance and sole authority to defend and settle
      such claim.  Processor shall pay GFT’s reasonable expenses
      associated with providing such
assistance.

              


      

       

      
        	
                11. 

              	
                MISCELLANEOUS

              


      

       

      
        	
                 
      

              	
                11.1

              	
                Independent
      Contractors.  The relationship of GFT to Processor is
      that of an independent contractor, and this Agreement shall not
      constitute, or be deemed to constitute, either party as an employee,
      agent, partner or joint venturer of the other for any
      purpose.  Neither party has the right or authority under this
      Agreement to assume or to create any obligation or responsibility on
      behalf of the other party.

              


      

       

      
        	
                 
      

              	
                11.2

              	
                Non-solicitation.  During
      the Term, each Renewal Term and for one (1) year thereafter, neither party
      will hire nor directly approach, counsel, or attempt to induce any person
      who is then in the employ of or an independent contractor of the other
      party, to leave the other party’s employment or engagement, without the
      other party’s prior written consent.  This restriction shall not
      be deemed to prohibit the placement of advertisements addressed to the
      general public in newspapers or trade publications nor the hiring of an
      applicant in response to such
advertisement.

              


      

       

      
        	
                 
      

              	
                11.3

              	
                Force Majeure.
      If either party is affected by Force Majeure, it shall immediately notify
      the other party in writing of the nature and extent
    thereof.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Neither
      party shall be deemed to be in breach of this Agreement, or otherwise be
      liable to the other, by reason of any delay in performance, or
      non-performance, of any of its obligations hereunder to the extent that
      such delay or non-performance is due to any Force Majeure of which it has
      notified the other party in writing; and the time for performance of that
      obligation shall be extended accordingly by the
  Parties.

              


      

       

      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                In
      the event that GFT determines that a material adverse effect on the
      execution of Processor’s obligations under this Agreement has continued
      for at least sixty (60) consecutive days after the Force Majeure first
      occurred, and that GFT cannot realize the purpose for which it entered
      into this Agreement, GFT  shall have the right to immediately
      terminate this Agreement by delivering written notice to the Processor
      without obligation to pay any compensation to the
    Processor.

              


      

       

      
        	
                 
      

              	
                11.4

              	
                Equitable
      Relief.  Because Processor’s breach of any of its
      obligations set forth in Sections 7 or 8 will irreparably harm GFT and
      substantially diminish the value of its proprietary rights, Processor
      agrees that if it breaches any of its obligations under Sections 7 or 8,
      GFT shall, without limiting its other rights or remedies, be entitled to
      equitable relief (including, but not limited to, injunctive relief) to
      enforce Processor’s obligations and to protect GFT’s proprietary rights
      without being required to post a
bond.

              


      

       

      
        	
                 
      

              	
                11.5

              	
                Governing Law;
      Language.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                This
      Agreement shall be construed and interpreted in accordance with the laws
      of the United States of America and the State of California, excluding
      their choice of law rules.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Parties shall use their best efforts to settle amicably through
      negotiations any question, dispute, controversy, difference or claim
      arising out of or relating to this Agreement or the breach, termination or
      validity thereof (“Dispute”).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If
      the Dispute is not settled amicably through negotiations, such Party may
      give a notice of such Dispute ("Notice of Dispute") to
      the other Party specifically referring to this Section and giving brief
      particulars of the Dispute.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                If
      such Dispute is not settled through further negotiations within thirty
      (30) days of the date of service of such Notice of Dispute, it shall be
      referred to and finally resolved by the Singapore International
      Arbitration Centre (“SIAC”) in accordance
      with its practice rules and regulations then in force. Where the Dispute
      is referred to SIAC, the arbitration shall be conducted in English and
      presided over by three (3) arbitrators, one each to be appointed by each
      Party hereto and a third to be appointed with the mutual agreement of both
      Parties, failing which the third arbitrator shall be appointed by the
      Chairman of SIAC.

              


      

       

      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (e)

              	
                During
      and without prejudice to the arbitration process, this Agreement shall
      continue to be performed.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Any
      award or decision of any arbitration under this Section shall be binding
      and enforceable against the Parties contemplated by the said award or
      decision, and costs shall be borne equally unless SIAC determines
      otherwise at its discretion.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                The
      language of this Agreement and all related documentation shall be the
      American usage of the English language and the parties hereby agree that
      the English language version of this Agreement shall control for all
      purposes and shall be valid and enforceable notwithstanding any
      translation into a language other than
English.

              


      

       

      
        	
                 
      

              	
                11.6

              	
                UN Convention on
      Contracts for Sale of Goods.  The Parties expressly agree
      that the United Nations Convention on Contracts for the International Sale
      of Goods shall not apply to this
Agreement.

              


      

       

      
        	
                 
      

              	
                11.7

              	
                Export/Import
      Restrictions.  The Parties shall comply with and shall
      fully cooperate with each other in complying with any Governmental
      Authority, including the relevant  laws and regulations of
      Vietnam  in relation to  the exportation and
      importation of the iPura
      Food Safety Program, the iPura
      Seal and/or Licensed Materials, and to each Party’s performance under this
      Agreement including, without limitation, obtaining all necessary licenses,
      permits and/or approvals necessary for the import, export, provision or
      use of the iPura
      Food Safety Program, the iPura
      Seal and/or the Licensed Materials.

              


      

       

      
        	
                 
      

              	
                11.8

              	
                Duty to promptly
      inform. Processor shall immediately notify GFT if it becomes aware
      of any condition, law, rule or regulation in Vietnam, proposed or enacted,
      which might or in fact does hinder, restrict or adversely affect (1) the
      installation and/or operation of the iPura
      Food Safety Program on the Site or (2) Processor’s performance of its
      obligations under this Agreement and/or the SA. In such a case, Processor
      and GFT shall attempt to resolve the matter with the objective of finding
      a mutually acceptable alternative solution to enable Processor to fulfill
      its obligations under this Agreement. If Processor and GFT cannot reach a
      mutually acceptable resolution promptly after Processor's notification to
      GFT of such condition, rule and/or regulation, GFT may at its own
      discretion terminate this Agreement in accordance with Section 6
      hereof.

              


      

       

      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                11.9

              	
                Exclusivity.
      During the Term and any Renewal Term, Processor shall not explore, discuss
      or reach an agreement with other companies for doing a business or a
      project in Vietnam and/or other countries in the South-East Asia region
      which is of a similar nature or business to that of GFT's iPura
      Supplier Program.

              


      

       

      During
the Term and any Renewal Term, Processor shall not to be associated with, either
alone or in conjunction with others, any person or business entity other than
GFT in the manufacture, sale, export, importation, advertisement or other
dealings of or relating to products and/or services that are identical or
similar in formulation with the iPura
System, or which bear any name, mark or design similar to, capable of being
confused with or otherwise resembling GFT's Properties and GFT's
IP.

       

      
        	
              	
                11.10

              	
                Notices.  All
      notices, requests or demands permitted or required to be sent under this
      Agreement shall be in writing and sent by facsimile, registered mail,
      overnight mail, courier service, or hand delivery.  Notice,
      request or demand, as appropriate, shall be deemed to have been given upon
      the earlier of the date of actual receipt or three (3) days after the date
      of mailing if sent by registered or overnight mail.  Unless
      changed upon proper notice, notices, requests and demands shall be sent to
      the addresses set forth below:

              


      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  If
      to Processor:

                                	
                                  If
      to GFT:

                                
	 
      	 
      
	
                                  FIMEX VN Sao Ta Foods Joint Stock Company

                                	
                                  Global Food Technologies,
    Inc.

                                
	 
      	 
      
	
                                  Km
      213 National Road, Ward 2, Soc Trang

                                	
                                  113
      Court Street

                                
	
                                  City
      , Soc Trang Province,

                                	 
      
	
                                  Vietnam._______________________________

                                	
                                  Hanford,
      CA  90230

                                
	 
      	 
      
	
                                  _______________________________

                                	
                                  Facsimile:
      (559) 589-0111

                                
	 
      	 
      
	
                                  Facsimile:
      008479822122-008479825665_____

                                	
                                  Attn:  Keith
      Meeks, CEO and President

                                
	

                                  _______________________________

                                	 
	 	 
	
                                  Attn:                                                      

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

      


      
        	
              	
                11.11

              	
                Severability.  At
      any time, if any provision in this Agreement is held to be invalid,
      illegal or unenforceable pursuant to applicable
      law, such provision shall be severable and distinct from other
      provisions and the validity, legality and enforceability of the remaining
      provisions shall not be affected. Furthermore, the Parties shall use their
      best efforts to arrive at a new provision or clause consistent with the
      overall intent and objectives of this
Agreement.

              


      

       

      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      If any
provision of this Agreement is or becomes prohibited or unenforceable in any
jurisdiction and is ineffective as to that jurisdiction to the extent of the
prohibition or unenforceability.  That does not invalidate the
remaining provisions of this Agreement nor affect the validity or enforceability
of that provision in any other jurisdiction.

       

      
        	
              	
                11.12

              	
                Waiver.  The
      waiver by either Party of any default or breach of this Agreement shall
      not constitute a waiver of any other or subsequent default or breach.
      Furthermore, no failure to exercise or delay in exercising any right,
      power or remedy under this Agreement operates as a waiver.  A
      single or partial exercise or waiver of the exercise of any right, power
      or remedy does not preclude any other or further exercise of that or any
      other right, power or remedy.  A waiver is not valid or binding
      on the Party granting that waiver unless made in
  writing.

              


      

       

      
        	
              	
                11.13

              	
                Captions; Singular and
      Plural; Gender.  Captions are included in this Agreement
      only for convenience of the parties and not for purposes of interpretation
      of this Agreement.  When required by the context of this
      Agreement, the singular shall include the plural and the plural the
      singular.  Similarly, all references to the masculine, feminine
      or neuter also include the other genders, as the context
      requires.

              


      

       

      
        	
              	
                11.14

              	
                Assignment.  Neither
      Party may assign this Agreement without the prior written consent of the
      other Party, which consent will not to be unreasonably
      withheld.  Any attempt to assign this Agreement without the
      other Party's written consent will be void.  Notwithstanding the
      foregoing, either Party may assign this Agreement without consent to any
      parent, subsidiary, or affiliate of such Party, or to the surviving entity
      resulting from any merger, acquisition, or consolidation involving such
      Party, so long as (1) the assignee agrees in writing to be bound by the
      terms of the Agreement; (2) Processor, if it is the assignor, agrees to
      remain bound by Sections 7 and 8 of this Agreement; (3) the assignor
      provides thirty (30) days advance written notice of such assignment to the
      other Party; and (4) Processor’s assignee is not a Direct Competitor of
      GFT or any parent, subsidiary, or affiliate of GFT.  GFT may
      delegate any of its rights or responsibilities hereunder to any parent,
      subsidiary, or affiliate of GFT.

              


      

       

      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      
        	
              	
                11.15

              	
                Entire Agreement;
      Amendment.  This Agreement sets forth the complete
      agreement between the Parties with respect to the iPura Food Safety
      Program and supersedes all previous and contemporaneous agreements (other
      than the SA, executed concurrently herewith, which is the second component
      of the iPura
      Supplier Program), correspondence, discussions, understandings and
      representations, whether written or oral, with respect to the iPura
      Food Safety Program.  This Agreement may not be modified,
      supplemented, or amended except in writing signed by an authorized
      representative of each party.  It is expressly agreed that all
      terms and conditions on purchase order documents prepared or issued by
      Processor that are inconsistent with the provisions of this Agreement or
      the SA shall be null and void.

              


      

       

      
        	
              	
                11.16

              	
                Counterparts and
      Facsimile Transmission Signatures.  This Agreement may be
      executed in one or more counterparts, each of which shall for all purposes
      be deemed an original and all of which together shall constitute one and
      the same instrument.  Facsimile or photocopied signatures on
      such counterparts shall be deemed the same as original
      signatures.

              


      

       

      
        	
              	
                11.17

              	
                Survival.  In
      addition to any accrued but unpaid payment obligations existing at the
      time of expiration or termination of this Agreement, the following
      Sections and provisions shall survive expiration or termination of this
      Agreement: 1, 6.3(c), 6.4, 7, 8, 9.2-9.5, 10 and
  11.

              


      

       

      
        	
              	
                11.16

              	
                Parties
      Affected.  This Agreement shall be binding upon and inure
      to the benefit of the Parties, their representatives, and their permitted
      successors and assigns. The action of any officer, partner, agent or other
      representative of any Party shall be deemed to be the action of said
      Party.

              


      

       

      
        	
              	
                11.17

              	
                Authority to
      Execute.  EACH PERSON EXECUTING THIS AGREEMENT ON BEHALF
      OF ANY PARTY HERETO WHICH IS AN ENTITY (PARTNERSHIP, CORPORATION, TRUST,
      ETC.), WHETHER AS A PARTNER, OFFICER, TRUSTEE, ATTORNEY-IN-FACT, AGENT OR
      OTHERWISE OF SUCH ENTITY, REPRESENTS AND WARRANTS TO THE OTHER PARTY, AS
      AN INDUCEMENT TO THE OTHER PARTY TO EXECUTE THIS AGREEMENT, THAT: (1) SUCH
      PERSON OCCUPIES THE OFFICE OR POSITION INDICATED AFTER HIS OR HER NAME,
      HAVING BEEN DULY ELECTED OR APPOINTED TO SUCH OFFICE OR
      POSITION;  (2) SUCH ENTITY IS IN GOOD STANDING IN THE
      JURISDICTION OF ITS ORGANIZATION;  (3) THE EXECUTION AND
      DELIVERY OF THIS AGREEMENT AND ALL DOCUMENTS (IF ANY) REQUIRED TO BE
      EXECUTED IN CONNECTION WITH IT, AND THE PERFORMANCE OF SUCH ENTITY’S
      COVENANTS AND OBLIGATIONS UNDER THIS AGREEMENT AND SUCH DOCUMENTS, HAVE
      BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE, PARTNERSHIP, TRUST OR
      OTHER ACTION, AS APPROPRIATE; AND (4) WHEN EXECUTED BY SUCH PERSON IN THE
      CAPACITY INDICATED AFTER HIS OR HER NAME, THIS AGREEMENT AND SUCH
      DOCUMENTS WILL BE FULLY BINDING ON SUCH ENTITY ACCORDING TO THEIR
      TERMS.

              


      

       

      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the Parties hereto have
caused this Agreement to be executed by their duly authorized representatives as
of the date first set forth above.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          GLOBAL FOOD TECHNOLOGIES,
      INC.,

                                        	 	
                                          Sao
      Ta Foods Joint Stock Company ( FIMEX VN)

                                        
	 
      	 	 
      
	
                                          By:

                                        	 
      	 	
                                          By:

                                        	 
      
	 
      	 	 
      
	
                                          Its:

                                        	 
      	 	
                                          Its:

                                        	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                   

                

              

            

          

        

      

      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      iPura Seal

       

      
        
          

        

      


      
        
           


        

        
          30