**Exhibit 10.37**

 

# **WAREHOUSESERVICES AGREEMENT**

 

THIS WAREHOUSE AGREEMENT (this “Agreement”), is entered into as ofJune 30, 2003, by and between Poore Brothers, Inc., a Delaware corporation(“Poore Brothers”), and Customized Distribution Services, Inc., a Pennsylvaniacorporation (“Warehouseman”).

 

### **I.**                INITIAL TERM

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The initial term of this Agreement shall commence the earlier ofDecember 1, 2003 or the first of the month after the building is completedand shall terminate on December 31, 2008 (the “Term”).

 

### **II.**            WAREHOUSING AND SERVICES; PAYMENT

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A.           During the Term, Warehouseman shall performcertain services for Poore Brothers, including, without limitation, receipt,put away, storage, order selection, shipment, related customer service andadministrative functions and other services described in Schedule A tothis Agreement (collectively, the “Services”). Warehouseman shall furnish allpersonnel, materials, equipment’, supplies and other accessories necessary toperform safely and efficiently the Services and the Services shall be performedby Warehouseman in a good and workmanlike manner.

 

B.             Rates and charges for the Services are asset forth in Schedule B to this Agreement. Poore Brothers and Warehousemanshall review such rates annually. Poore Brothers guarantees minimum annualreceipt will be one hundred twenty (120) thousand pallets through the Term ofthis Agreement. For any services not specified in this Agreement or inSchedule A, Poore Brothers shall pay to the Warehouseman suchconsideration as may be mutually agreed upon in advance in writing. Chargesshall be paid by Poore Brothers within twenty (20) days after receipt ofWarehouseman’s statement or invoice for such services with terms of 1% 10 net20.

IfPoore Brothers, in its reasonable judgment, determines following the end of thefirst twelve (12) months of the term hereof that Poore Brothers Gross Sales ofits “Crunch Toons” product line for the preceding twelve (12) months have notequaled or exceeded an amount necessary to sustain the 120,000 pallet annualvolume guarantee in years 2-5 hereof and provided Poore Brothers is not indefault in the performance of any of the covenants or terms and conditions ofthis Agreement either at the time of giving the required Termination Noticedefined herein or on the Termination Date defined herein, Poore Brothers shallhave a one-time option to terminate this Agreement subject to the terms andconditions of this paragraph (the “Gross Sales Termination Option”). If PooreBrothers desires to exercise the Gross Sales Termination Option, Poore Brothersshall give written notice to CDS of Poore Brothers desire to exercise the GrossSales Termination Option (the “Termination Notice”) within thirty (30) daysfollowing the Thirteenth (13th) month of the Agreement. Withinfifteen (15) days of its receipt of Poore Brothers Termination Notice, CDSshall notify Poore Brothers whether the Gross Sales Termination Option may beexercised and, if so, the date on which the Agreement will be terminated (the“Termination Date”). The Termination Date shall be no later than thirty (30)days following CDS’s notice to Poore Brothers that the Gross Sales TerminationOption may be exercised.

IfPoore Brothers exercises the Gross Sales Termination Option and as conditionsprecedent to the effectiveness thereof: (a) Poore Brothers shall be fullyliable for all accrued payments under this Agreement which shall become due,and for the prompt and complete performance of all terms and conditions of thisAgreement, through and including the Termination Date; (b) Poore Brothers shallpay CDS, on or prior to the Termination Date, $844,500 less the correspondingamounts for any contracts listed on the attached Exhibit    ,which are then assumed by Poore Brothers, provided CDS executes all documentsnecessary to accomplish such assignment and assumption on or prior to theTermination Date, free and clear of any liens of any nature; and (c) allpersonal property of CDS on the Premises, including, but not limited to, theoffice furniture, computers and related hardware along with other officeequipment shall become the property of Poore Brothers upon the Termination Dateand CDS shall execute a bill of sale accordingly transferring title of samefree and clear of any liens of any nature.

 

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IfPoore Brothers does not validly and timely exercise the Gross Sales TerminationOption set forth herein, or if all the terms and conditions set forth above forexercise of the Gross Sales Termination Option are not entirely satisfied,then; (a) this Agreement shall continue beyond the Termination Date, and PooreBrothers shall continue to be bound by the terms of this Agreement as if noGross Sales Termination Option had ever existed or been exercised; (b) the Termhereof shall expire as originally set forth, unless sooner terminated by CDS inaccordance with the terms of this Agreement; and, (c) Poore Brothers shall haveno further right thereafter to terminate this Agreement except as otherwisespecifically provided herein.

TheGross Sales Termination Option set forth herein is not transferable. Theparties hereto acknowledge and agree that they intend that the Gross SalesTermination Option shall be “personal” to Poore Brothers, and that in no eventshall any assignee or sub lessee of Poore Brothers have any right to exercisethe Gross Sales Termination Option set forth herein, notwithstanding any priorapproval by CDS of the assignment of this Agreement or the subletting of thePremises.

 

C.             Commencing on April 7, 2003,Warehouseman will provide consulting service for Poore Brothers. Poore Brotherswill reimburse Warehouseman for salary and benefits of $7,812.50 on a monthlybasis. Relocation and monthly management fee will be added to first (1)  year pallet fee listed in Schedule B.Ifwarehouse contract does not commence by December 1, 2003 or a mutuallyagreed upon date, Poore Brothers will pay Warehouseman $25,000 for relocationand $6,500 for the monthly management fee.

 

D.            Warehouse Services Agreement needs to beexecuted no later than August 1. Warehouseman needs 90 days prior to movein date to effectively start-up the operation.

 

### **III.**        PROGRAM SCOPE; SERVICE LEVEL AGREEMENTS

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The Poore Brothers/CDS Service LevelAgreements 1 through 7 (collectively, the “SLAs”), all of which are attached asSchedule C to this Agreement, constitute an integral part of thisAgreement as though fully set forth herein and describe the parties performanceobligations under this Agreement. The terms of the SLAs are material terms forpurposes of Section XVIII(B) of this Agreement.

 

### **IV.**       WAREHOUSE

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A.           Unless otherwise agreedby Poore Brothers in writing, the warehouse comprising approximately 100,000square feet and located at 1955 W. Lancaster Street, Suite 1, Bluffton, IN46714 (the “Warehouse”) shall be operated by Warehouseman for the exclusive useand benefit of Poore Brothers. Warehouseman shall promptly notify PooreBrothers of any condition respecting the Warehouse which would prevent orotherwise inhibit its performance of the Services.

 

B.             Poore Brothers shallhave full access to the Warehouse at all times and shall have the right toexamine, inspect, inventory and count all or any of its goods. If PooreBrothers desires access outside of normal business hours, Poore Brothers willcoordinate access with Warehouseman.

 

C.             Warehouseman shall beresponsible for all operating expenses and handling fees in connection with theoperation of the Warehouse, except for rent, utilities, dock doors, seals,levelers, restraints , HVAC system and common area charges and real estatetaxes unless expenses are due to Warehouseman’s neglect.

 

D.            Warehouseman shallmaintain the Warehouse in a good and orderly condition and shall comply withthe storage conditions and sanitation and housekeeping standards established bythe American Institute of Baking from time to time. Warehouseman shall beresponsible for any such related costs to comply. AIB audit cost will be paidby Poore Brothers.

 

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E.              Notwithstandinganything to the contrary contained herein, in the event the Federal Food &Drug Administration or any other governmental authority or entity (hereinafter“other agency”) determines that the Warehouse is not a fit space for thestorage of Poore Brothers products or food products in general and suchcondition resulted from some action or omission of Warehouseman, Warehousemanshall either (1) bring the Warehouse into compliance within sixty (60) days ofwritten notice of such determination, or (2) store the Poore Brothers products,which are the subject of this Agreement, at a substitute facility during thatportion of the Term in which either the Federal Food &Drug Administrationor other agency’s determination of lack of fitness remains in effect. Anycharges over and above the charges herein which may be incurred by Warehousemanby virtue of providing substitute storage space shall be the responsibility ofWarehouseman. Furthermore, when notice of unsuitable conditions is delivered tothe Warehouseman by any governmental authority or entity, the Warehouseman mustimmediately notify Poore Brothers and provide Poore Brothers with a copy of anyletter, report or order which the Warehouseman may have received from suchgovernmental authority or entity.

 

### **V.**           RELATIONSHIP; SHIPPING

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Warehouseman shall operate at all times as awarehouseman under the Uniform Commercial Code as adopted in the State ofIndiana. Poore Brothers shall not ship goods to Warehouseman as a namedconsignee. Shipments will be consigned to Poore Brothers c/o Warehouseman.

 

### **VI.**       TENDER FOR STORAGE

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All goods tendered for storage shall bedelivered at the Warehouse in a segregated manner, properly marked and packagedfor handling. Poore Brothers shall furnish or cause to be furnished to Warehouseman,at or prior to such delivery, a manifest showing goods to be kept and accountedfor separately.

 

### **VII. TRANSFER; REMOVAL OF GOODS**

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A.           Instructions totransfer goods on the books of Warehouseman shall not be effective untildelivered to and received by Warehouseman, and all charges up to the timetransfer is made shall be chargeable to Poore Brothers.

 

B.             Warehouseman may,without notice, move goods within the Warehouse. Warehouseman shall not, exceptas provided in Section VII(C), move goods to another location without theprior written consent of Poore Brothers.

 

C.             If, as a result ofthe quality or conditions of goods of which Warehouseman had no notice at thetime of deposit, goods are a hazard to other property, the Warehouse orpersons, Warehouseman shall immediately notify Poore Brothers and PooreBrothers shall thereupon claim its interest in such goods and remove them fromthe Warehouse at Poore Brothers expense.

 

### **VIII. HANDLING**

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A.           Handling rates andcharges set forth in Schedule B shall cover ordinary labor andadministration involved in receiving goods at the Warehouse door or dock,placing goods in storage and returning goods to the Warehouse door or dock.

 

B.             Receiving of inboundshipments will be on a mutually agreed upon schedule utilizing droptrailers. Outbound shipments will be coordinated between Poore Brothers,Warehouseman and Transportation Services Provider.

 

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### **IX.**       DELIVERY REQUIREMENTS

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No goods shall be delivered or transferred except upon receipt byWarehouseman of complete instructions properly authorized and executed by PooreBrothers.

 

### **X.**           INBOUND SHIPMENTS

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A.           Warehouseman shallpromptly notify Poore Brothers of any known discrepancy on inbound shipmentsand shall protect Poore Brothers interest by placing an appropriate notation onthe delivering carrier’s shipping documents. Returned goods shall be governedby Poore Brothers returned goods policy, a copy of which is attached asSchedule D to this Agreement.

 

B.             Warehousemanshall immediately notify Poore Brothers if any goods are tendered that, becauseof infestation, contamination or damage, might cause infestation, contaminationor damage to the Warehouse or other goods stored therein. Warehouseman andPoore Brothers shall determine whether any such goods should be refused.Warehouseman shall have no liability for any demurrage, detention,transportation and other charges by virtue of any such refusal by PooreBrothers, unless the infestation, contamination, or damage is the result of anegligent action or omission of the Warehouseman or a violation of theprocedures set forth in this Agreement.

 

### **XI.**       LIABILITY

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A.           Warehouseman shall beliable for damages or the loss of or injury to goods stored or handled andcaused by Warehouseman’s failure to exercise such care in regard to the goodsas a reasonably careful warehouseman would exercise under like circumstances.

 

B.             Warehouseman shallnot be liable for damages for any delay or failure in the performance of thisAgreement resulting from any cause, except financial, beyond its control, suchas acts of God, fires, explosions, floods, wars, sabotage, riots orgovernmental action.

 

### **XII. LEGAL LIABILITY INSURANCE**

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During the Term, Warehouseman shall maintain at its expense a warehouseman’slegal liability insurance policy acceptable to Poore Brothers, including,without limitation, coverage for mysterious disappearance and employeeinfidelity. Such policy shall include general liability coverage of at least$2,000,000, employer’ liability coverage of at least $1,000,000 and statutoryworkers’ compensation coverage. The cancellation or termination of thisAgreement by either party hereto shall not affect the insurance coverage forlosses occurring during the Term. Attached to this Agreement as Schedule Eis a certificate of insurance from an insurance carrier with a minimum ratingby A.M. Best of A.VII., evidencing such insurance coverage and naming PooreBrothers as an additional insured, which certificate shall provide that such insuranceshall not be canceled or altered without thirty (30) days advance writtennotice to Poore Brothers.

 

### **XllI. NOTICE OF LOSS; DAMAGE CLAIM**

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A.           The Warehouseman shallpromptly notify Poore Brothers of any loss or damage, howsoever caused, togoods stored or handled.

 

B.             All claims by PooreBrothers relating to the losses or damages disclosed as a result of a PooreBrothers physical inventory reconciliation, as described in Schedule A,shall be presented in writing to the Warehouseman.

 

Warehouseman shall reimbursePoore Brothers for any losses or damages to goods in an amount equal tomanufactured price for such goods. Warehouseman will receive a loss allowanceof .125% of  quarterly cases received.This will be reviewed on an annual basis.

 

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### **XIV. RECORDS**

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A.           Warehouseman shallmaintain an accurate count of all shipments of goods into and out of theWarehouse. Warehouseman shall report to Poore Brothers the count taken on eachinbound and outbound shipment and, once reported to Poore Brothers, such countshall establish the number of cases and/or pallets received or shipped unlessother documentation can prove to the contrary.

 

B.             Warehouseman shallmaintain complete and accurate books and records, recording all inbound andoutbound shipments, so as to produce a continuous balance that shows the numberof cases or pallets of each Poore Brothers product that should be in theWarehouse, based on the Warehouseman’s count, at any given time.

 

C.             Books and recordsmaintained by Warehouseman shall be reconciled by Warehouseman with parallelbooks and records to be maintained by Poore Brothers as outlined inSchedule A, which reconciliation shall occur at least once every four (4)or five (5) weeks depending on the period used for Poore Brothers monthlyfinancial reporting purposes. The results of this reconciliation shall beprovided to Poore Brothers within 5 working days of period-end.

 

D.            Upon request, PooreBrothers shall have the right to examine all of the books and recordsmaintained by  Warehouseman inconnection with this Agreement.

 

### **XV.  INDEPENDENT CONTRACTOR**

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A.           Warehouseman isperforming the Services as an independent contractor of Poore Brothers. Nothingcontained in this Agreement shall be construed to place Poore Brothers andWarehouseman in a relationship as partners, joint venturers, employer/employeeor principal/agent, nor shall Warehouseman be considered in any sense anaffiliate or subsidiary of Poore Brothers. Warehouseman shall not have anyauthority to create or assume in Poore Brothers name or on its behalf anyobligation, express or implied, or to act or purport to act as Poore Brothersagent or legally empowered representative for any purpose whatsoever.

 

B.             All of Warehouseman’spersonnel shall be considered employees of Warehouseman and under nocircumstances shall they be construed or considered to be employees or agentsof Poore Brothers.

 

C.             Warehouseman shallpay and discharge, at its expense, any and all expenses, charges, fees andtaxes arising out of or incidental to the carrying on of its businessincluding, without limitation, workmen’s compensation, unemployment insuranceand social security taxes levied or assessed with respect to employees ofWarehouseman.

 

### **XVI.**           COMPLIANCE WITH LAWS, ORDINANCES, RULES ANDREGULATIONS

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Warehouseman shall comply with all applicable laws, ordinances, rulesand regulations of federal, state, local and other governmental authorities andentities governing the performance of the Services.

 

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### **XVII.**           REPRESENTATIONS AND WARRANTIES

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A.           Poore Brothersrepresents and warrants that neither the execution and delivery of thisAgreement, nor any other document, agreement, certificate and instrument towhich it is a party or by which it is bound in connection herewith ortherewith, nor the consummation of the transactions contemplated hereunder orthereunder, or the compliance with or performance of the terms and conditionsherein or therein will result in the creation or imposition of any materiallien, charge or encumbrance of any nature whatsoever upon any of the propertyor assets of Poore Brothers except as permitted in or anticipated by thisAgreement, or is prevented by, limited by, conflicts with or will result in thebreach or violation of or a default under the terms, conditions, or provisionsof (1) its certificate or articles of incorporation or by-laws and otherorganic documents, (2) any material indenture, evidence of indebtedness, loanor financing agreement, or other agreement or instrument of whatever nature towhich it is a party or by which it is bounds, or (3) any provision of anyexisting law, rule regulation, order, writ, injunction or decree of any courtor governmental authority to which Poore Brothers is subject.

 

B.             Poore Brothersrepresents and warrants that (l) it is a corporation duly organized and validlyexisting under the laws of the State of Delaware, and it is authorized to dobusiness in each other jurisdiction wherein its ownership of property orconduct of business legally requires such authorization, licensing orqualification, and (2) it has all requisite power, authority, franchises,permits and licenses to (a) execute and deliver this Agreement and otherdocument, agreement, certificate or instrument necessary to consummate thetransactions and perform its obligations hereunder and (b) to own itsproperties and assets and to carry on and conduct its business as presentlyconducted. All necessary action to authorize the execution, delivery andperformance of this Agreement and to consummate the transactions contemplatedhereunder has been taken by Poore Brothers.

 

C.             Warehousemanrepresents and warrants that neither the execution and delivery of thisAgreement, nor any other document, agreement, certificate and instrument towhich it is a party or by which it is bound in connection herewith ortherewith, nor the consummation of the transactions contemplated hereunder orthere under or the compliance with or performance of the terms and conditionsherein or therein will result in the creation or imposition of any materiallien, charge or encumbrance or any nature whatsoever upon any of the propertyor assets of Warehouseman except as permitted in or anticipated by thisAgreement, or is prevented by, limited by, conflicts with or will result in thebreach or violation of or a default under the terms, conditions or provisionsof (1) its certificate or articles of incorporation or by-laws and otherorganic documents, (2) any material indenture, evidence of indebtedness, loanor financing agreement, or other agreement or instrument of whatever nature towhich it is a party of by which it is bound, or (3) any provision of anyexisting law, rule, regulation, order, writ, injunction or decree of any courtor governmental authority to which Warehouseman is subject.

 

D.            Warehousemanrepresents and warrants that (1) it is a corporation duly organized and validlyexisting under the laws of the State of Pennsylvania, and it is authorized todo business in each other jurisdiction wherein its ownership of property orconduct of business legally requires such authorization, licensing orqualification, and (2) it has all requisite power, authority, franchises,permits and licenses to (a) execute and deliver this Agreement and any otherdocument, agreement, certificate or instrument necessary to consummate thetransactions and perform its obligations hereunder and (b) to own itsproperties and assets and to carry on and conduct its business as presentlyconducted or proposed to be conducted. All necessary action to authorize theexecution, delivery, and performance of this Agreement and to consummate thetransactions contemplated hereunder has been taken by Warehouseman.

 

### **XVIII.**               TERMINATION

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A.           Either party mayterminate this Agreement if the other party has failed to perform any materialterm, condition or obligation hereof (including, without limitation, the termsof the SLAs) to the satisfaction

 

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of the terminating party andhas failed to correct the same within thirty (30) days after receipt of writtennotice of such failure given by such terminating party.

 

B.             Either party mayterminate this Agreement if the other party (1) fails to vacate an involuntarybankruptcy, insolvency, or reorganization petition for an agreement orcomposition with creditors filed against such party within sixty (60) daysafter the date of such filing, or files such petition on a voluntary basis; (2)makes an assignment or transfer for the benefit of creditors; (3) fails tovacate the appointment or a receiver or trustee for such party or for anyinterest in such party’s business within sixty (60) days after suchappointment; or (4) permits an attachment to be levied against and remainoutstanding on the Warehouseman for more than sixty (60) days

 

C.             Upon termination ofthis Agreement pursuant to this Section XVIII, both parties shallcooperate fully in the orderly transition of the Services to anotherwarehouseman.

 

### **XIX.**           ASSIGNMENT

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Neither party shall, without the prior written consent of the otherparty (which consent shall not be unreasonably withheld), assign this Agreementby operation of law or otherwise. Notwithstanding the foregoing consentrequirement, but without releasing the parties of their obligations under thisAgreement, either party may assign this Agreement to one of its wholly-ownedaffiliates.

 

### **XX. APPLICABLE LAW**

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This Agreement shall be governed by, enforced, interpreted andconstrued under the laws of the State of Indiana. Venue for any action toenforce this Agreement shall be in the County of Wells, State of Indiana forany such action filed in state court or in the United States District Court forthe District in which the Warehouse is located for any such action filed infederal court.

 

### **XXI.**           MEDIATION

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Alldisputes, claims and other matters in controversy arising directly orindirectly out of or related to this Agreement, or the breach thereof, whethercontractual or non-contractual, shall be submitted first to voluntarymediation, by written notice to the other party or parties. In the mediationprocess, the parties will try to resolve their differences voluntarily with theaid of an impartial mediator, who will attempt to facilitate negotiations. Themediator will be selected by agreement of the parties. If the parties can notagree on a mediator, a mediator will be designated by the American ArbitrationAssociation in the location of Fort Wayne, IN (“AAA”) at the request of aparty. The mediation will be conducted as specified by the mediator and agreedupon by the parties. The parties agree to discuss their differences in goodfaith and to attempt, with the assistance of the mediator, to reach an amicableresolution of the dispute. The mediation will be treated as a settlementdiscussion and, therefore, will be confidential. The mediator may not testifyfor either party in any later proceeding relating to the dispute. No recordingor transcript shall be made of the mediation proceedings. Each party will bearits own costs in the mediation. The fees and expenses of the mediator will beshared equally by the parties. If a dispute can not be resolved within ninetydays after the written notice beginning the mediation process (or a longerperiod, if the parties agree to extend the mediation), the mediation shallterminate and the parties shall have the right to file a judicial proceeding ina court with competent jurisdiction seeking equitable or injunctive reliefafter the expiration of said ninety day or extended period.

 

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### **XXII.**       NOTICE

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Any notice or other communication required or permitted to be givenunder this Agreement shall be in writing (including facsimile or similartransmission) and mailed (by U.S. certified mail, return receipt requested,postage prepaid), sent or delivered (including by way of overnight courierservice):

 

 

If to Poore Brothers, addressed to:

 

Vice, President, Supply Chain ManagementPoore Brothers, Inc.3500 S. LaCometa DriveGoodyear, AZ 85338Telephone: 623-932-6230Fax: 623-925-1312

 

If to Warehouseman, addressed to:

 

PresidentCustomized Distribution Services, Inc.20 Harry Shupe BoulevardWharton, New Jersey 07885Telephone: 973-366-5090Fax: 973-366-2769

 

 

or to such other address as Poore Brothers or Warehouseman shall givenotice to the other by like means. All such notices, demands, andcommunications, if mailed, shall be effective upon the earlier of (1) actualreceipt by the addressee, (2) the date shown on the return receipt of suchmailing, or (3) three days after deposit in the mail. All such notices,demands, and communications, if not mailed, shall be effective upon the earlierof (1) actual receipt by the addressee, (2) with respect to facsimile andsimilar electronic transmission, the earlier of (a) the time that electronicconfirmation of a successful transmission is received, or (b) the date oftransmission, if a confirming copy of the transmission is also mailed asdescribed above on the date of transmission, and (3) with respect to deliveryby overnight courier service, the day after deposit with the courier service,if delivery on such day by such courier is confirmed with the courier or therecipient orally or in writing.

 

### **XXIII. MISCELLANEOUS PROVISIONS**

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A.           The headings containedherein are inserted for convenience only and shall not be deemed to have anysubstantive meaning.

 

B.             If any provision ofthis Agreement is held by a court of competent jurisdiction to be invalid, voidor unenforceable in any manner, the remaining provisions of this Agreementshall nonetheless continue in full fume and effect without being impaired orinvalidated in any way. In addition, if any provision of this Agreement may bemodified by a court of competent jurisdiction such that it may be enforced,then that provision shall be so modified and as modified shall be fullyenforced.

 

C.             Except as otherwisestated in this Agreement, this Agreement contains the entire understanding ofthe parties respect to its subject matter, and supersedes all prior orcontemporaneous agreements, understandings and negotiations. No modification oralteration of this Agreement shall be deemed effective unless in writing andsigned by the parties.

 

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D.            The terms used in thisAgreement, regardless of the number and gender in which they are used, shall beconstrued to include the other number (singular or plural), and other genders(masculine, feminine or neuter), as the context or sense of this Agreement or anyparagraph or clause may require.

 

E.              This Agreement maybe executed in multiple counterparts, each of which shall be deemed an originaland all of which shall constitute one Agreement. The signature of any party toany counterpart shall be deemed to be a signature to, any may be appended to,any other counterpart. Telecopied signatures shall be deemed effective asoriginals.

 

F.              Each party agrees tosign and deliver all documents, instruments, certificates and applicationsreasonably necessary to consummate the transactions contemplated by thisAgreement.

 

G.             Each of the partiesacknowledges that they and their counsel have reviewed this Agreement andsuggested changes to its language. Therefore, any rule of construction that anyambiguity shall be construed against the drafter of this Agreement shall notapply in interpreting the provisions of this Agreement.

 

H.            This Agreement issolely for the benefit of the parties hereto and shall not confer upon thirdparties any remedy claims or actions or other right.

 

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IN WITNESS WHEREOF, the parties have duly executed this Agreement onthe date first set forth above.

 

 
| POORE BROTHERS, INC.                   |
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|                                   | By: |   |   |
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|                                   | Its: |   |   |
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| CUSTOMIZED DISTRIBUTION SERVICES, 1NC. |
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|                                   | By: |   |   |
|                                   |   |   |   |
|                                   | Its: |   |   |

 

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