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EXHIBIT 10.20  


 
 

Piranha Plastics LLC.
  PURCHASE AGREEMENT #20021    
  



        WHEREAS, this Purchase Agreement ("Agreement"), entered into this 6th day of March 2002, by and between ("Seller" or "Party"), located at 3531
Thomas Rd. Santa Clara, CA 95054, and Healthetech Inc., acting by and on behalf of itself and its participating affiliated companies (collectively, "Buyer" or "Party"), located at 523, Park Point
Drive Golden, CO 80401, represents the full and complete contractual relationship between Seller and Buyer (collectively, "Parties"), pursuant to which Buyer has induced Seller to enter into the terms
set forth herein. 


        NOW
THEREFORE, the parties desire to enter into this Agreement, subject to the terms and conditions set forth herein, and intending to be legally bound, do hereby agree as follows: 


	1.
	INITIATION, TERMINATION, AND EXTENSIONS



        1.1  This
Agreement shall be in effect from March 6, 2002, ("Anniversary Date") through February 28,
2003, ("Termination Date"), unless terminated prior to the end of this term in accordance with the provisions hereof or by mutual agreement of the Parties. 



        1.2  Thereafter,
this Agreement shall renew automatically on each anniversary date for a one (1) year period, unless either
party provides the other prior written notice of its intent not to renew this Agreement, at least 90 days in advance of the Anniversary Date. 


        1.3  Any
and all rights or obligations of each Party arising prior to the expiration or termination of this Agreement shall continue to be in force, requiring performance of
that right or obligation notwithstanding the expiration or termination of this Agreement. Including, but not limited to, if this Agreement is terminated or expires, and there is no replacement
agreement between the parties, Buyer shall purchase from Seller, at the price(s) set forth in this Agreement, any or all units of products and
the services identified in Attachment A, attached hereto, and any and all mutually agreed additions thereto (collectively, "Products and Services"), ordered by Buyer and Manufactured by Seller. 


	2.
	SCOPE



        2.1  This
Agreement shall apply to all purchases by Buyer from Seller of Products and Services, identified in Attachment 'A', attached hereto. From time to time, parties may
mutually agree to establish purchase arrangements for additional Products and Services and/or other Buyer locations ("Additional Products and Services"), and pricing for such Additional Products and
Services shall be established pursuant to Article 3. 


        2.2  Seller
may designate an individual(s), as its Account Representative(s) to Buyer. Generally, the Account Representative(s) may facilitate Seller Inventory compatibility
with Buyer requirements, assure the implementation of systems interface, organize service to Buyer, and serve as a focal point for coordination of Buyer needs as they may arise. 


	3.
	PRICING



        3.1  The
prices for the Products and Services shall remain, as listed in Attachment 'A', per quotation letter dated 2/28/02 from Piranha to Healthetech for the first term of
this Agreement. The Parties may mutually agree in writing upon the prices for Products and Services relative to any extensions or modification of this Agreement, at the time of the extension or
modification, and the prices for any Additional Products and Services, at the time they are added. 


	4.
	SHIPPING, PACKAGING, AND DELIVERY



        4.1  Title
and Risk of Loss, shall pass from Seller to Buyer upon shipment from sellers dock. 





 



        4.2  Unless
otherwise agreed to, transportation charges shall be billed to the Buyer and shall ultimately be borne by Buyer. Buyer shall specify the carrier(s) to be used for
each shipment and the nature of desired delivery (ground, air etc.) 



        4.3  Seller
will label shipment containers in accordance with Buyer shipping label instructions. Seller may submit example labels for Buyer's approval within 60 days of the
commencement of this Agreement, and Parties may agree mutually thereto including any modifications thereof. Seller may designate an individual, other than the account representative(s), responsible
for matters concerning labels to act as Seller's contact. 


        4.4  Seller's
shipping documentation may contain the following information: Buyer's P.O. number and P.O. line item, Buyer's part number, quantity shipped, the Ship to
address, mode of shipment. 


        4.5  Buyer
will provide to seller within 5 business days of the beginning of each calendar month, a written (1) binding 30 day purchase forecast; (2) a non-binding rolling 90
day requirement forecast; and (3) a non-binding 12 month requirements forecast. Seller shall utilize these forecasts to schedule production resources in order to facilitate the order delivery cycle
identified in section 4.6 below. 


        4.6  On
a best efforts basis, Seller agrees to a normal order-to-delivery cycle time of not more than 5 business days from the order date to the delivery date. The order date
is defined as the date the order is received by Seller, and delivery date is defined as the date the order material is shipped via carrier from seller's dock. 



        4.7  Standard
packaging and labeling materials are included in the pricing provided in attachment 'A' hereto. Buyer shall bear the expense for all packaging material,
including but not limited to additional packaging materials and/or improved packaging designs that may required to assure, determined in Seller's sole discretion, that the Products are delivered
without damage to Buyer's final destination and in accordance with any special instructions defined by buyer. 


        4.8  Seller
shall invoice on a bi-weekly basis all non-standard packaging costs associated with shipment of Buyer's purchases. Seller shall itemize on each applicable invoice
to Buyer any additional or improved packaging expenses set forth in section 4.7 above for each shipment executed by Seller. 



        4.9  Buyer
will provide Seller with written Information regarding adequate packaging specifications and minimum and maximum pallet dimensions for standard packaging.
Packaging specifications shall be suitable to the withstand shipment method to its final destination. Seller may submit to Buyer data to evaluate the packaging processes and materials for approval
prior to the first shipment. 


	5.
	PURCHASE MINIMUMS, STORAGE & INVENTORY



        5.1  Upon
Buyer's written request provided in reasonable advance, Seller may store Products at Buyer's request for up to 5 business days. 


        5.2  Seller's
storage allocation of Buyer's Products shall not exceed 300 square feet of storage space. 


        5.3  Buyer
will provide a delivery schedule monthly showing fixed 30 day requirements, planned 60 day requirements, forecast 90 day requirements. Buyer will also issue a
rolling 12 month forecast on or about the 15th day of the month. 


        5.4  Minimum
monthly orders will be 25,500 pieces of product (disposable mouthpieces) specified in attachment 'A'. 



        5.5  Buyer
will agree to take all responsibility for storage of product ordered by Buyer but not yet shipped by Seller at the end of the agreement period. 


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	6.
	INVOICE, PAYMENT TERMS, TAXES



        6.1  The
payment term for orders under this Agreement shall be NET 15 days. Unless otherwise mutually agreed, prices and
payment shall be in United States Dollars ("USD"). These terms apply to all payments, without exception, by Buyer to Seller. 


        6.2  Seller
shall be responsible for its own tax obligations. All prices are exclusive of federal, state and local excise, sales, use, property and similar taxes which, when
applicable, will be authorized on ordering location's purchase order and will appear as separate items on Seller's invoice. 


        6.3  Buyer
may provide (1) terminal for access to the Buyers Enterprise resource planning system, to print packing lists and allow Seller to receive Sales orders. Buyer may
provide instructions to Seller on use of the system. Any terminals or other provided by Buyer shall remain property of Buyer and shall be returned to Buyer promptly at Buyers request. 


        6.4  Seller
shall invoice Buyer every 2 weeks for the shipping of products on attachment 'A'. 


        6.5  Seller
and Buyer may review these charges every three (3) months and upon mutual agreement in writing shall adjust such charges if deemed appropriate by the Parties. 


	7.
	NOTICES



        Notices,
reports, and other communications made with respect to this Agreement shall be given in writing, addressed to the Parties at the following addresses or such other addresses as
may be designated in writing by either Party to the other. All notices required hereunder shall be effective when 1) received by hand delivery, mail with proper postage prepaid, or through electronic
media, such as email or fax, at the proper notice delivery designation. 



BUYER:



Paul Wheatley

Healthetech Inc.

523, Park Point Drive, Golden, CO 80401

Tel: 408-395-8210

Fax: 408-395-4170

Email: pwheatley@healthetech.com 


SELLER: 





 



	8.
	COMPLETE AGREEMENT



        This
Agreement, including all attachments and other matters incorporated herein by reference, constitutes the entire agreement between the Parties with respect to this subject matter
hereof, and there are merged herein all prior and pre-existing representations and agreements made by and between Buyer and Seller respect to this subject matter hereof. 



        Matters
not addressed in this Agreement, as they arise from time to time, shall be addressed through the reasonable normal commercial efforts of Parties. 


	9.
	AMENDMENTS AND WAIVERS



        Upon
mutual agreement by Parties, the provisions of this Agreement shall not be changed, waived, extended, discharged or terminated orally, but only by an instrument in writing, signed
by the party against whom the enforcement of such action is sought. 


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	10.
	CONFIDENTIALITY



        Neither
Party shall make a public announcement or otherwise disclose to a third party the specific terms of this Agreement, without the express written permission of the other Party.
However Buyer may inform potential or existing customers that Seller is the provider of certain Products hereunder which are made to Buyer's specifications. 


	11.
	REMEDIES



        The
rights and remedies provided in this Agreement are cumulative, and in addition to any and all rights or remedies provided by applicable law. 


	12.
	APPLICABLE LAW




        This
Agreement will be governed by and construed in accordance with the law of the State of California. 


	13.
	SEVERABILITY



        The
invalidity, in whole or in part, of any article or paragraph of this Agreement shall not affect the remainder of such article or paragraph or of any other article or paragraph of
this Agreement. 


	14.
	ACCEPTANCE



        In
witness whereof, the Parties have caused this Agreement to be executed: 



	BUYER
 
	 
	 	SELLER
 
	 

	By:	/s/  PAUL WHEATLEY      	 	By:	/s/  CHARLIE CENTOFANTE      
	 	
	 	 	

	

Name:	

Paul Wheatley	
 	

Name:	

Charlie Centofante
	 	
	 	 	

	

Title:	

Operations Manager	
 	

Title:	

President
	 	
	 	 	

	

Date:	

3/15/02	
 	

Date:	

3-7-2002
	 	
	 	 	





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Piranha Plastics LLC. PURCHASE AGREEMENT #20021