Unassociated Document


    DISTRIBUTOR
      AGREEMENT

    


    This
      Agreement, is made and entered into as of this 1 day of July 2006 by and between
      Orbital Group, LLC, a _______ limited liability company (the "Manufacturer")
      and
      Emy’s Salsa Aji Distribution Company, Inc., a Nevada corporation (the
      "Distributor").

    


    The
      parties hereto agree as follows:

    


    1.
      ASSOCIATION

    


    1.1
      Manufacturer
      hereby appoints and grants Distributor the right to act as the exclusive
      distributor of Manufacturer's products as described in attached Exhibit
      A
      ("Products") throughout the territory described in Exhibit A (the "Territory").
      Manufacturer
      reserves the right, exercisable from time to time, to add or discontinue
      Products in its sole discretion, but shall advise the Distributor as soon as
      practicable of its intentions to do so. 

     

    1.2
      Distributor
      agrees not to sell or distribute the Products outside the Territory, nor to
      any
      third party who Distributor has reason to believe will, directly or indirectly,
      sell or ship the Products outside the Territory without Manufacturer's prior
      consent. Distributor shall cooperate with Manufacturer in all reasonable manners
      as may be requested by Manufacturer in order to prevent sales from occurring
      outside the Territory. At Manufacturer's request, Distributor shall furnish
      Manufacturer with documentation by the appropriate governmental authorities
      satisfactory to Manufacturer evidencing shipment of the Products into the
      Territory.

     

    1.3
      Distributor
      shall issue Manufacturer 3,000,000 fully-paid and non-assessable shares of
      the
      Common Stock, par value $0.0001 per share, of Distributor in consideration
      of this Agreement.

     

    2. PRICES

     

    2.1
      Price
      lists to Distributor shall be as set forth in Exhibit B (as revised from time
      to
      time by Manufacturer in its sole discretion) in effect on date of shipment.
      Manufacturer shall sell the Products to Distributor as set forth in the price
      list (hereinafter referred to as the "Product Price List") attached hereto
      as
      Exhibit B. The prices of the Products are expressed in United States Dollars
      ("U.S. $"), F.O.B. Manufacturer's warehouse in Baltimore, Maryland, or such
      other warehouse or location as Manufacturer may designate from time to time,
      whether or not Manufacturer subsequently assists Distributor in shipping the
      Products to Distributor or elsewhere in the Territory. 

    


    3.
        DUTIES

    


    3.1
      During
      the Term, Distributor, its subsidiaries, corporate parents and commonly
      controlled companies shall not manufacture, distribute, sell, market or promote
      any Products which compete or is likely to compete with any of the Products
      without the prior written consent of Manufacturer.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.2 
      In
      the
      event any restriction against engaging in a competitive activity contained
      in
      this Section shall be determined by any court of competent jurisdiction to
      be
      unenforceable by reason if its extending for too great a period of time or
      over
      too great a geographical area or by reason of its being too extensive in any
      other respect, the restriction set forth shall be interpreted to extend only
      over the maximum period of time for which it may be enforceable, over the
      maximum geographical area as to which it may be enforceable and to the maximum
      extent in all other respects as to which it may be enforceable, all as
      determined by such court in such action.

    


    3.3
      Distributor
      shall maintain and operate such suitable establishments and inventory in the
      Territory for the promotion, advertising, distribution and sale of the Products
      adequate to meet the market requirements for said Products in the Territory
      and
      at all times maintain an efficient and adequate staff of salespersons engaged
      in
      the promotion, advertising, and sale of the Products in the Territory.
      Distributor shall maintain sufficient warehouse, delivery and logistical
      personnel to assure customer service at the highest standard possible.
      Distributor's sales organization shall be maintained at adequate levels in
      terms
      of absolute manpower and quality of the sales force.

    


    3.4 
      Unless
      specifically authorized in writing by the Manufacturer, Distributor shall
      exercise its best efforts only to promote the sale of the Products in the
      Territory and to further the popularity of names, brands, logos and trademarks
      used in connection with the distribution and sale of the Products. Distributor
      shall also use its best efforts to secure and maintain a volume of sales of
      the
      Products.

    


    3.5
      Distributor
      shall at all times comply with and strictly observe the laws and regulations
      applicable in the Territory and comply with all instructions, directions,
      specifications, information and data which Manufacturer may give with regard
      to
      the labeling, handling, use, storage, distribution, promotion and sale of the
      Products. While complying with the undertakings set forth in this Agreement
      or
      any agreement with subdistributors or stores, Distributor shall require that
      its
      employees, representatives, intermediaries and agents comply with all the laws,
      regulations and applicable legislation in the Territory, including but not
      limited to, the laws that regulate the labeling or packaging of the Products.
      In
      addition, Distributor shall immediately notify Manufacturer of all the
      provisions and requirements set forth by any law, regulation or resolution
      of
      any authority in the Territory that may affect Manufacturer or the purchase,
      sale or dispatch of the Products or the resale of the Products to the customers
      or to others.

    


    3.6
      Distributor
      agrees to adhere to and comply with Manufacturer’s policies, programs and
      directives as from time to time communicated and to cooperate in all respects.
       

     

    3.7
      Distributor
      agrees to furnish to Manufacturer, promptly upon request, such written
      information as Manufacturer may, from time to time, reasonably request
      concerning Distributor’s sales activities to customers in the Territory.


     

    3.8
      Distributor
      will promptly deliver to Manufacturer a true, correct and complete list of
      all
      clients and products represented by Distributor. Such list will be revised
      on
      the anniversary date of this Agreement.

     

    
      
         

      

      
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    3.9
      Distributor
      agrees to solicit business and to bear exclusively the cost of any and all
      selling and administrative expenses, including correspondence, telex, telephone,
      traveling and entertainment expenses, salaries and commissions, advertising
      and
      sales promotion expenses and generally not to commit the Manufacturer to any
      expenses in the Territory without the Manufacturer’s specific written
      authorization.

    


    3.10
      Neither
      Manufacturer nor Distributor is required to spend any minimum amount on
      advertising and/or public relations related to the Products, however,
      Distributor agrees to incur advertising and promotional expenditures to support
      the Program in a manner similar to how it supports other products it
      distributes. 

    


    4.
      ASSISTANCE
      BY MANUFACTURER

    


    Manufacturer
      agrees to furnish Distributor with Manufacturer's samples and other sales aids
      as may be available from Manufacturer from time to time, in such quantities
      as
      Manufacturer reasonably determines necessary to facilitate the sale of Products
      in the Territory.

    


    5. PASS-ON
      OF CONDITIONS

    


    5.1
      Distributor
      shall effectively pass on to all of its customers Manufacturer’s conditions of
      sale, including the limited warranty, limitation of remedy, the disclaimer
      and
      exclusion of warranties of merchantability and fitness, and the exclusion of
      special and consequential damages, as well as all of Manufacturer’s warnings and
      instructions on the use of the Products. Distributor shall indemnify and hold
      Manufacturer harmless from and against all liabilities and expenses that result
      from Distributor’s failure to effectively pass on such provisions to its
      customers.

    


    5.2
      Manufacturer
      may refuse to ship or delay the shipment of any Products on order if Distributor
      becomes delinquent in payment of its obligations, or exceeds established credit
      lines. No such refusal or delay will be deemed a termination of this Agreement
      by Manufacturer.

    


    6. MINIMUM
      SALES LEVELS

    


    6.1
      Distributor
      shall not be required to purchase any minimum dollar amount of Products in
      the
      first year following the date of this Agreement. Thereafter, this Agreement
      will
      terminate if Distributor has not purchased a minimum of $15,000 of Products
      by
      the end of each one-year anniversary of this Agreement.

    


    6.2
      Distributor
      shall advise Manufacturer as to any applicable requirements in the Territory
      for
      the packaging of the Products. In no event may Distributor make any change,
      addition or modification in or to the packaging of any Product without
      Manufacturer's prior written consent. The Products shall have the weight, size
      and measurements normally used in the United States of America or those that
      Manufacturer may establish.

    


    6.3
      The
      Distributor shall advise Manufacturer as to any applicable requirements in
      the
      Territory for the labeling of the Products. In no event may the Distributor
      make
      any change, addition or modification in or to the labeling of any Product
      without Manufacturer's prior written consent. The Distributor shall comply
      with
      any and all requirements of Territory law in respect of the labeling of the
      Products, taking into consideration that the Distributor's name, unless
      expressly required by Territory regulations, shall not have a more prominent
      exposure in location, color and size than Manufacturer's Trademarks or names.
      Manufacturer shall sell its Products with English labels, or if otherwise
      agreed, English and labels in such language as is required in the Territory,
      but
      all costs and expenses incurred in translating the Products' labels into any
      language other than English, as well as any other costs and expenses related
      to
      any additional label require to be affixed to the Products or inserted into
      the
      packages of the Products by the Authorities (as defined hereinbelow), shall
      be
      exclusively borne and paid by Distributor. Distributor will not relabel the
      Products other than translation and overlabel except with the express prior
      written consent of Manufacturer. Distributor shall assume all responsibility
      and
      liability for any claims by the Authorities or by any other official agency
      and/or by any party regarding or resulting from improper or unlawful labeling
      and any damages resulting therefrom. Distributor shall submit for Manufacturer's
      written approval all labels (with their respective English translations)
      designed in accordance with Manufacturer's guidelines. No changes in labels
      once
      approved by Manufacturer will be made unless prior written approval has been
      obtained from Manufacturer.

     

    
      
         

      

      
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    6.4
      The
      delivery of the Products to Distributor shall be subject to the terms usually
      employed by and current at the time of delivery. Manufacturer shall not be
      bound
      to deliver any order of the Products to Distributor unless a letter of credit
      is
      in effect on the date of dispatch, or the parties have mutually agreed in
      writing to other terms. When the Products have been delivered to Distributor's
      transporter, Manufacturer shall receive all the required documentation,
      including but not limited to, the bill of lading. Delivery of the Products
      to
      Distributor's transporter shall transfer title to the Products to Distributor,
      and all risk of loss of such Products shall be for Distributor's account as
      from
      such transfer of title. Distributor shall report to Manufacturer no later than
      one month from the date of Distributor’s receipt of the Products any
      deficiencies in the Products which render the Products unsaleable. Distributor
      shall submit one or more units of the allegedly defective Products for
      Manufacturer's examination. Credit will be issued or defective goods will be
      replaced with fresh Products if examination confirms Distributor's claims or
      defects.

    


    6.5
      Distributor
      shall place the orders for the Products to Manufacturer by email, facsimile,
      overnight courier service or any similar method of written communication. It
      is
      nevertheless understood that Manufacturer shall not be compelled to verify
      if
      the orders are authentic, nor if the person executing the orders in
      representation of Distributor is authorized therefor. Distributor agrees that
      all orders placed shall be subject to acceptance by Manufacturer and governed
      only by the terms and conditions of this Agreement and by Manufacturer's Product
      Price List currently in force.

    


    6.6
      (a)
      Any
      order
      for the Products shall be considered accepted by Manufacturer upon written
      confirmation sent by Manufacturer to Distributor stating that the order has
      been
      accepted.

     

    
      
         

      

      
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    (b) It
      is
      understood that Manufacturer's acceptance of orders from Distributor shall
      be
      subject to availability of Products taking into consideration Manufacturer's
      other commitments and that Manufacturer shall not be required to accept any
      orders involving unusual quantities or packing or labeling instructions or
      delivery dates that Manufacturer cannot reasonably meet. In the event
      Manufacturer is unable to fully satisfy any portion of an order it has accepted,
      it shall promptly notify Distributor. Distributor shall have five (5) days
      after
      it has received said notice to revise the order to include different Products
      or
      different quantities of Products. In the event this procedure is followed,
      Manufacturer shall in no event be liable to Distributor if Manufacturer decides
      to modify, change or discontinue any of the Products.

    


    (c) Nothing
      contained in this Agreement shall require Manufacturer to sell or deliver to
      Distributor any Products which Manufacturer may determine to be inappropriate
      or
      unsuitable for distribution or use in the Territory.

    


    (d) Sales
      of
      Products to Distributor shall be governed by this Agreement and by the United
      Nations Conventions on contracts for the international sale of goods (Vienna
      1980) for international sales, if any are effected by Distributor.

    


    6.7 (a) All
      payments under this Agreement shall be made in accordance with the terms set
      forth on Exhibit C, as it may be amended in writing from time to time by
      Manufacturer.

    


    (b)  In
      the
      event that Manufacturer does not receive on the Payment Date all amounts owed
      by
      Distributor, and without prejudice to any other action that Manufacturer may
      pursue, said amount shall accrue interest over the balance due, calculated
      as
      from said Payment Date until the date that Manufacturer effectively receives
      payment hereunder, such interest at a rate per annum of two percent over the
      prime rate announced by Citibank, N.A. from time to time, such rate to change
      as
      and when such prior rate changes, or fifteen percent per year, as Manufacturer
      may elect, to be computed on the basis of a 365-day year for the number of
      days
      elapsed. 

    


    (c) Any
      and
      all payments required to be made to Manufacturer pursuant to this Agreement
      shall be made free and clear of and without deduction for any and all current
      or
      future taxes, levies, imposts, deductions, tariffs, customs, duties,
      commissions, charges or withholdings, and any liabilities with respect thereto,
      imposed by any governmental authority of the Territory (all such taxes, levies,
      imposts, deductions, tariff, customs, utilities, commissions, charges or
      withholdings and liabilities shall hereinafter be referred to as "Taxes").
      If
      any Taxes are required to be deducted or withheld from or in respect of any
      sum
      payable hereunder to Manufacturer (i) the sum payable shall be increased by
      the
      amount necessary so that after making all required deductions (including
      deductions applicable to additional sums payable Manufacturer shall receive
      an
      amount equal to the sum it would have received had no such deductions been
      made,
      (ii) Distributor shall make such deductions and (iii) Distributor shall pay
      the
      full amount deducted to the relevant governmental authority in accordance with
      applicable law, provided, however, with respect to any Taxes that are required
      to be deducted or withheld from or in respect of any interest payments to
      Manufacturer, Distributor shall have no obligation pursuant to this
      Section.

     

    
      
         

      

      
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    6.8 (a) Title
      to
      the Products shall be transferred to Distributor at the time Manufacturer
      delivers the Products to Distributor's transporter at Manufacturer's
      distribution center located in Baltimore, Maryland, USA, or such other
      distribution center as Manufacturer may use from time to time. At such time,
      all
      risks of the loss of the Products shall be transferred to Distributor.
      Manufacturer reserves the right to change the place of transfer of Products
      and/or risk of loss of the Products to Distributor, through notification served
      on Distributor in writing with fifteen days advance notice.

    


    (b) At
      all
      times throughout the term of this Agreement, Distributor shall procure and
      maintain comprehensive general liability insurance, written on an occurrence
      form, with appropriate limits to be mutually agreed upon by the parties hereto,
      and which shall name Manufacturer as an additional named insured. Such insurance
      shall provide coverage for any damages arising out of or in any way resulting
      from Products furnished under this Agreement, including, without limitation:
      (i)
      bodily injury, sickness or disease, including death; (ii) property damage;
      and
      (iii) contractual assumption of liability under this Agreement. All insurance
      policies shall provide that any cancellation, lapse, expiration, reduction
      in
      amount or material -change in the coverage, shall be not be effective as to
      Manufacturer until at least 30 days after receipt by Manufacturer of written
      notice by such insurers of such cancellation, lapse, expiration, reduction
      or
      change. Each policy required by this section shall provide that such insurance
      shall be primary insurance without any right of contribution from any other
      insurance carried by Manufacturer. All insurance required by this section shall
      be procured and maintained in financially sound and generally recognized
      responsible insurance companies authorized to write such insurance. On or before
      the date of this Agreement, Distributor shall deliver to Manufacturer duplicate
      copies of insurance policies, binders or certificates of insurance evidencing
      compliance with the requirements of this section. At least 15 days prior to
      the
      expiration of any such policy, Distributor shall furnish Manufacturer with
      evidence that such policy has been renewed or replaced.

    


    7. PRODUCTS
      REGISTRATION.

     

    Distributor
      shall inform Manufacturer of any and all permits, licenses or other governmental
      or non-governmental authorizations that are necessary to sell, distribute or
      promote the Products in the Territory, and it shall be the responsibility of
      Distributor to obtain all such approvals, registrations and permissions and
      otherwise to comply with all laws and governmental regulations with respect
      to
      the sale of the Products within the Territory. 

      

    8.
      INTELLECTUAL
      PROPERTY RIGHTS

    


       8.1
      Manufacturer hereby grants to Distributor, and Distributor hereby accepts,
      during the Term of this Agreement and within the Territory, the non-exclusive
      and non-transferable license (without the right to sublicense, except as may
      be
      approved by Manufacturer in advance, in writing) to use and employ the
      trademarks, trade dress, logos, and copyrights as more fully described on
      Exhibit A hereof (the “Marks”) and the goodwill and selling processes, which
      Manufacturer has for the packaging, labeling, warehousing, using, advertising,
      marketing and selling (hereinafter referred to as "Intellectual Property
      Rights") of the Products solely in connection with the exercise of Distributor's
      rights to sell Products hereunder. Nothing herein shall be construed as a grant
      by Manufacturer to Distributor of any right to sublicense the Intellectual
      Property Rights. 

     

    
      
         

      

      
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      8.2
        Distributor
        shall, at its own cost, comply with all of Manufacturer 's technical
        specifications and instructions related to the packaging, labeling, warehousing,
        using and selling of the Products. Distributor agrees to conform to the
        standards of quality which Manufacturer shall from time-to-time establish.
        

    

    


    (a)
      Distributor acknowledges the ownership of the Marks by Manufacturer, agrees
      that
      it will do nothing inconsistent with such ownership, and that all use of the
      Marks and of the Intellectual Property Rights by Distributor and all good will
      developed therefrom shall inure to the benefit of and be on behalf of
      Manufacturer. Distributor agrees that nothing in this Agreement shall give
      Distributor any right, title, or interest in the Marks or the Intellectual
      Property Rights other than the right to Use the Marks and the Intellectual
      Property Rights in accordance with this Agreement and Distributor agrees that
      it
      will not attack the title of Manufacturer to the Marks or the Intellectual
      Property Rights, the validity of the Marks or the Intellectual Property Rights,
      any rights of Manufacturer that may have arisen from this Agreement, or the
      validity of this Agreement.

    


    (b) Distributor
      shall not use the Marks in any way except as expressly set forth herein without
      the prior, express written consent of Manufacturer. Under no circumstances
      shall
      Distributor, at any time, directly or indirectly, use the Marks (or any designs
      of the Products) or other proprietary information as part of Distributor's
      corporate or trade name. Upon termination of this Agreement, Distributor shall
      remove all references to Manufacturer from its letterheads, advertising
      literature and places of business, and shall not thereafter use, directly or
      indirectly, any similar or deceptive name or trademark intending to give the
      impression that there is any relationship between the parties or that the
      Distributor has the right to utilize in any way, shape or form any Marks or
      other Intellectual Property Rights.

    


    (c) Manufacturer
      has the right to use any Products designed and used by Distributor and/or
      Manufacturer as part of Distributor’s obligation under this Agreement in any
      manner Manufacturer may deem beneficial to the exploitation of the Marks
      anywhere in the world, including, but not limited to, the production, sale
      and
      distribution of the Licensed Products through a third party contractor or a
      new
      Distributor, should this License expire or terminate for any reason (with no
      right to a Winding Up Period) prior to the fulfillment of any outstanding orders
      or as otherwise necessary to protect the reputation and goodwill of the Marks.
      Distributor shall be entitled to reimbursement for actual out-of-pocket expenses
      associated with the duplication of art work, designs, patterns, etc. developed
      by Distributor (which shall be duplicated and forwarded to Manufacturer promptly
      after requested by Manufacturer) for use as set forth in this
      paragraph.

    


    (d) 
      Manufacturer shall be deemed the author, with the right but not the obligation
      in its sole discretion, to register a claim to any copyright within an art
      work
      or a writing that is developed by Distributor as part of the obligations of
      Distributor toward the Products. Distributor agrees that all such copyrighted
      artwork and writings are a work for hire, and shall be protected as the sole
      and
      exclusive property of Manufacturer. In the event any such artwork and writings
      are deemed to not be works for hire, Distributor hereby assigns all copyright
      rights in and to the artwork and writings to Manufacturer. Distributor agrees
      to
      execute such documents as may be requested by Manufacturer to give effect to
      this provision. Distributor shall place a legally sufficient copyright notice
      which protects the rights of Manufacturer on each and every design, style,
      garment, creation or writing which is capable of protection pursuant to the
      copyright laws of the appropriate jurisdiction. Any public distribution of
      goods
      bearing copyrightable works of Manufacturer by Distributor without a copyright
      notice as required above, if not authorized, is a violation of this
      Agreement.

     

    
      
         

      

      
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    (e) 
      CONFIRMATION OF OWNERSHIP: Whenever requested by Manufacturer, whether during
      the Licensed Term or thereafter, Distributor shall execute such documents or
      applications as Manufacturer may deem necessary to confirm Manufacturer’s
      ownership of all their rights, to maintain the validity of the Marks and the
      copyright(s) referred to above in Section 7.2, and to obtain, or maintain any
      registration thereof.

    


    (f) 
      LABELS/PACKAGING: Except as otherwise expressly set forth herein, Distributor
      shall not relabel or repackage the Products, or add or delete any label, hangtag
      and/or packaging thereto. Distributor understands the importance of maintaining
      the security and integrity of all labeling used on the Products, and Distributor
      agrees to use its best efforts to maintain a strict, accurate and current
      inventory of all labels throughout the manufacturing process of the Products
      so
      as to preclude any diversion of the labels, and, if any such diversion occurs,
      Distributor agrees to notify Manufacturer in writing immediately upon discovery
      thereof.

    


    (g) 
      TRADEMARK REGISTRATION: In the event the Territory includes countries in which
      one or more of the Marks has not yet been registered, Manufacturer has the
      right, but not the obligation, to obtain trademark registration of any of the
      Marks in such countries. Manufacturer makes no representation or warranty that
      the Marks will be registered or are registerable in the Territory, and the
      failure to obtain or maintain registrations thereof shall not be deemed a breach
      hereof by Manufacturer. Notwithstanding Manufacturer’s failure to seek
      registration of any Marks in any country, Distributor shall have no right to
      seek any such registration, nor shall Distributor acquire any right, title
      or
      interest in any of the Marks as a result of the rights granted to it
      herein.

    


    (h) 
      Distributor shall notify Manufacturer promptly of any actual or threatened
      infringements, imitations, or unauthorized use of the Marks by third parties
      of
      which Distributor becomes aware. Manufacturer shall have the sole right, at
      its
      expense, to bring any action on account of any such infringements, imitations
      or
      unauthorized use, and Distributor shall cooperate with Manufacturer, at
      Manufacturer’s expense, as Manufacturer may reasonably request, in connection
      with any such action brought by Manufacturer. Manufacturer shall retain any
      and
      all damages, settlement and/or compensation paid in connection with any such
      action brought by Manufacturer. In no event shall Manufacturer be responsible
      to
      Distributor for any damages that may result from said
      infringement(s).

     

    
      
         

      

      
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    8.3
      Distributor
      hereby recognizes that Manufacturer and Manufacturer's Intellectual Property
      Rights, have an established and highly respected prestige and reputation by
      both
      business and the public. Therefore, it is essential to this Agreement and to
      Manufacturer that in the import, distribution, marketing, promotion and sale
      of
      the Products, the high quality standards and excellent reputation established
      by
      Manufacturer and its affiliated entities are maintained at all times.
      Distributor hereby agrees not to harm or discredit in any way the reputation
      and
      the prestige of Manufacturer and Manufacturer’s Intellectual Property Rights and
      the Products.

    


    9.  CUSTOMER
      SERVICING

    


    Distributor
      shall maintain in the Territory sufficient inventory of the Products so as
      to
      permit filling and shipping against current customer orders normally shipped
      from Distributor's warehouse stock for a minimum of one (1) month. Distributor
      agrees to notify Manufacturer if it opens any new offices or branches or closes
      or ceases to operate through one of its offices or branches.

    


    10.
       ORDERS/ACCEPTANCE/PRICE
      AND TERMS

    


    10.1
      All
      orders from Distributor are subject to approval and final acceptance by
      Manufacturer. For nonstandard Products which are sold to Distributor for resale,
      the price shall be as quoted to Distributor at time of inquiry, provided that
      the inquiry is within thirty (30) calendar days of order entry.

    


    10.2
      All
      payments to Manufacturer by Distributor shall be in United States currency.
      

    


    11.
       WARRANTY
      AND FORCE MAJEURE

    


    11.1 Manufacturer
      warrants that all Products delivered hereunder shall be of Manufacturer's
      standard quality. MANUFACTURER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED:
      THERE ARE NO IMPLIED WARRANTIES INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS
      FOR A PARTICULAR PURPOSE.

    


    11.2 Manufacturer
      shall not be liable for damages resulting from delays in shipment or inability
      to ship due to normal production and shipment delays or those resulting from
      acts of God, fires, floods, wars, sabotage, accidents, labor disputes or
      shortages, plant shutdown or equipment failure, voluntary or involuntary
      compliance with any law, order, rule or regulation of governmental agency or
      authority; or inability to obtain material (including power and fuel), equipment
      or transportation, or arising from any other contingency, circumstances or
      event
      beyond the control of the Manufacturer.

    


    11.3 Distributor
      shall not be penalized for its failure to meet sales objectives resulting from
      delays in shipment or inability to ship due to normal production and shipment
      delays or those resulting from acts of God, fires, floods, wars, sabotage,
      accidents, labor disputes or shortages, plant shutdown or equipment failure,
      voluntary or involuntary compliance with any law, order, rule or regulation
      of
      governmental agency or authority; or inability to obtain material (including
      power and fuel), equipment or transportation, or arising from any other
      contingency, circumstances or event beyond the control of the
      Distributor.

     

    
      
         

      

      
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    12.  LIMITATION
      OF LIABILITY

    


    12.1 No
      claims
      of any kind, whether as to materials delivered or for nondelivery of materials
      from Manufacturer, and whether arising in tort or contract, shall be greater
      in
      amount than the purchase price of the Products in respect of which such damages
      are claimed; and the failure to give notice of the claim to Manufacturer where
      the order was placed within sixty (60) calendar days from the date fixed for
      delivery shall constitute a waiver by Distributor of all claims in respect
      of
      such Products. In no event shall Manufacturer be liable for special, indirect
      or
      consequential damages. Any claim with respect to defective Products or breach
      of
      warranty must be promptly made and shall apply to Products properly used,
      stored, applied and maintained.

    


    13. RELATIONSHIP
      BETWEEN MANUFACTURER AND DISTRIBUTOR

    


    Distributor
      is not an agent, employee or legal Distributor of Manufacturer, but an
      independent contractor. Distributor does not have any authority to assume or
      create any obligation or responsibility on behalf of Manufacturer or bind
      Manufacturer in any manner whatsoever. The relationship between manufacturer
      and
      Distributor is that of vendor and vendee. Distributor further agrees to defend,
      indemnify and hold Manufacturer harmless including without limitation,
      reasonable attorneys’ fees, from and against any and all claims of third parties
      that would not have arisen but for an act or omission by Distribution that
      is
      contrary to the above-acknowledged relationship or any other term
      hereof.

    


    14.  TERM/CANCELLATION

    


    14.1
      This
      Agreement shall become effective as of the date hereof upon execution by an
      officer or other authorized representative of the Manufacturer in the United
      States and by an officer or other authorized representative of Distributor
      and
      shall remain in effect thereafter for a period of one (1) year unless previously
      terminated by either party for any reason upon not less than thirty (30)
      calendar days prior written notice to the other party. The Agreement shall
      automatically renew for successive periods of one (1) year each (provided either
      party may terminate for any reason upon not less than thirty (30) days prior
      written notice to the other party), unless either party provides written notice
      to the other that it does not wish the Agreement to renew no more than thirty
      (30) days prior to the end of the then in effect period.

    


    14.2
      Without
      limitation, the following events shall constitute grounds for termination by
      Manufacturer upon ten (10) days prior written notice:

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (a)
      if
      Distributor shall file or have filed against it a petition in bankruptcy or
      insolvency or if Distributor shall make an assignment for benefit of its
      creditors of if Distributor's viability as a going concern should, in
      Manufacturer's judgment, become impaired; 

     

    (b)
      if
      Distributor fails to provide and maintain a proper and sufficient sales
      force;

     

    (c)
      if
      Distributor degrades and places in bad repute the name and reputation of
      Manufacturer expressly or by virtue of its methods of handling and/or promoting
      the Products;

     

    (d)
      if
      Distributor fails to meet any other of its obligations hereunder; 

     

    (e)
      upon
      a change of control of Distributor (defined to be mean change in a majority
      of
      the board of directors, of issuance or transfer to stockholders who are not
      stockholders on the date of this Agreement of shares representing in excess
      of
      fifty (50%) percent of the voting stock of Manufacturer, or

     

    (e)
      if
      Distributor fails to purchase from Manufacturer more than $10,000 of Products
      in
      any three consecutive month period.

     

    14.3
      Except
      as
      may be otherwise determined pursuant to the laws of the jurisdiction where
      Distributor has its principal office, Manufacturer shall have no liability
      to
      Distributor by any reason of any termination or cancellation of this Agreement
      by Manufacturer, including without limitation, liability for direct or indirect
      damages on account of loss of income arising from anticipated sales,
      compensation, or for expenditures, investments, leases or other commitments
      or
      for loss of goodwill or business opportunity or otherwise.

    


    14.4
      Upon
      termination by either Manufacturer of Distributor, Manufacturer shall have
      the
      option, but shall not be obligated, to buy back from Distributor any new unsold
      Products purchased from Manufacturer, at the prices charged to Distributor,
      less
      Manufacturer's then applicable restocking charge, if any, and less any
      additional expenses incurred by Manufacturer arising out of termination by
      Distributor

    


    15.  NONDISCLOSURE

    


    All
      information transferred or otherwise revealed to Distributor by Manufacturer
      under this Agreement, including but not limited to, engineering information,
      manufacturing information, technology, know-how and price books or lists, will
      at all times remain Manufacturer's property. Distributor shall at all times
      hold
      such information confidential and shall not disclose any such information if
      not
      otherwise within the public domain. Upon any termination of this Agreement,
      or
      as Manufacturer directs from time to time, Distributor shall promptly return
      all
      such information to Manufacturer, together with any copies or reproductions
      thereof. Distributor's obligations under this section shall survive any
      termination of the Agreement.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    16.  CERTAIN
      PRACTICES

    


    (a) Distributor
      acknowledges that certain laws of the United States impose fines or penalties
      on
      Manufacturer in the event Manufacturer makes payments to foreign government
      officials for the purpose of influencing those officials in making a business
      decision favorable to Manufacturer. In addition, Manufacturer and Distributor
      may be subject to similar laws or requirements of the country of destination
      of
      the Products. Distributor agrees upon reasonable request by Manufacturer to
      give
      Manufacturer reasonable written assurance that the Distributor has done nothing
      to cause liability to Manufacturer under the above-mentioned laws. 

    


    (b) Distributor
      shall indemnify and hold harmless Manufacturer for any damage incurred by
      Manufacturer as a result of any violations of Sections 3.5 or 16
      hereof.

    


    17.  NOTICES

    


    All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be deemed to have been served or delivered:

    


    (a) 
      when
      personally served or delivered to one party by the serving or delivering party;
      or

    


    (b) when
      deposited in the mail, postage prepaid by the serving or delivering party
      addressed to the other party at the addresses set forth on the first page of
      this Agreement.

    


    The
      parties may amend the person and address to which notice is provided by written
      notice to the other party from time to time.

    


    18.
       VARIOUS

    


    18.1
      This
      Agreement constitutes the entire and only agreement between the Manufacturer
      and
      Distributor with respect to its subject matter and there are no understandings
      or representations of any kind, express, implied, oral, written statutory or
      otherwise, not expressly set forth herein. No alteration or modification of
      this
      Agreement shall be binding unless in writing and signed by the party to be
      bound
      thereby.

    


    18.2
      This
      Agreement is not assignable in whole or in part by Distributor without the
      express written consent of Manufacturer.

    


    18.3
      If
      Distributor consists of either two or more individuals or partners, each shall
      execute this Agreement on behalf of Distributor and each individual signing
      shall be jointly and severally liable to Manufacturer with respect to the
      obligations of Distributor under this Agreement.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    18.4
      This
      Agreement shall be interpreted and enforced in accordance with the laws of
      the
      State of Maryland, without reference to principles of conflicts of
      laws.

    


    18.5
      Any
      controversy or claim arising under or in relation to this Agreement, or the
      breach thereof, or the relations between Distributor and Manufacturer shall
      be
      settled by arbitration by one arbitrator in the City of Baltimore, Maryland
      administered by the American Arbitration Association under the then applicable
      General Commercial Arbitration Rules, and judgment on the award rendered by
      the
      arbitrator may be entered in any court having jurisdiction thereof; provided
      however, that the arbitrator shall be bound by the laws of the State of Maryland
      and shall have no power to extend this Agreement beyond its termination date,
      nor to order reinstatement or other continuation of the parties' relationship
      after termination, nor to award punitive, consequential, multiple, incidental
      or
      any other damages in excess of the economic damages actually sustained by the
      claimant. If, and only if, the arbitrator shall determine that either party's
      position in arbitration was not maintained in good faith, then the arbitrators
      shall award the other party a reasonable attorney's fee. Any judgment shall
      state the basis for the judgment. The choice of law governing any and all
      questions and issues in any way related to this Agreement, except as set forth
      in the above paragraph) shall be the laws of the State of Maryland.

    


    18.6
      Distributor
      recognizes that the Products possess a special, unique and extraordinary
      character which makes difficult the assessment of monetary damages which
      Manufacturer might sustain by an unauthorized use. Distributor agrees that
      irreparable injury would be caused by Distributor by such unauthorized use,
      and
      that injunctive relief would be appropriate in the event of breach of this
      Agreement. The loser of said action shall pay any and all reasonable costs,
      expenses, attorney's fees and disbursements incurred by the other party with
      respect thereto.

    


    18.7
      In
      addition, if after notice to Distributor, Distributor fails to take any action
      which Distributor is obligated to take hereunder the Manufacturer shall have
      the
      right and option, but not the duty, to bring an action for specific performance
      to compel such action. Each of Manufacturer and Distributor shall pay all of
      its
      own costs and expenses incurred in connection with any action for specific
      performance under this Section 18.7. 

    


    This
      Section 18.7 shall be an exception to the mandatory arbitration provision set
      forth above.

    


    18.8
      The
      failure of a party to insist upon strict adherence to any provision of this
      Agreement on any occasion shall not be considered or deemed to be a waiver
      nor
      considered or deemed to deprive that party of the right thereafter to insist
      upon strict adherence to that provision or any other provision of this
      Agreement. Any waiver must be in writing.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    18.9
      This
      Agreement is a complete statement of all agreements among the parties with
      respect to the subject matter hereof. Any amendment, modification, alteration,
      change or waiver must be in writing.

     

    18.10
      If
      any
      provisions of this Agreement is for any reason declared to be invalid or
      unenforceable, the validity of the remaining provisions shall not be affected
      thereby.

     

    18.11
      The
      recitals, Schedules and Exhibits are hereby incorporated in this Agreement.
      Paragraph headings are used solely for convenience and should not be given
      any
      weight in the interpretation of this Agreement.

     

    18.12
      The
      parties each warrant the following: (1) that the delivery of this Agreement
      has
      been duly authorized by all requisite corporate action of its company; (2)
      that
      the execution and delivery of this Agreement does not violate its Articles
      of
      Incorporation or By-laws, or any contract or commitment to which it is a party
      or by which it is bound; and (3) that it is not a party to any suit, action,
      administrative proceeding, or investigation which, if successful, would have
      a
      material, adverse effect on its properties, financial conditions or
      business..

     

    18.13
      This
      Agreement's terms and conditions were freely negotiated. Manufacturer drafted
      the Agreement for the convenience of the parties only. As such, the language
      shall be interpreted without regard to any rule, law or presumption requiring
      the language to be construed, interpreted or applied against
      Manufacturer.

     

    18.14
      Manufacturer
      reserves all rights not specifically granted to Distributor
      hereunder.

     

    18.15
      The
      parties hereto represent that they have each consulted with counsel of their
      own
      choosing in connection with the negotiation and execution of this agreement
      or
      have knowingly chosen not to do so.

     

    


    ORBITAL
      GROUP, LLC.:


    


    By:___________________________

    Name:
      Andrew Uribe

    Title:
      Manager

    


    


    EMY’S
      SALSA AJI DISTRIBUTION COMPANY, INC.:

    


    By:___________________________

    Name:
      Jean Young

    Title:
      Vice President

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    Exhibit
      A

     

     

    Products
      Line: 

     

    Mild
      Salsa

    Spicy
      Salsa

     

     

    Territory:

    New
      York

    New
      Jersey

    Connecticut

    Vermont

    Massachusetts

    Maine

    Rhode
      Island

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    Exhibit
      B

    Distributor
      Price List

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    Exhibit
      C

    Payment
      Terms and Conditions

     

    
      
         

      

      
        17