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EXHIBIT 10.21  


 
 

SIENNA CORPORATION
  PURCHASE AGREEMENT # SIENNA 2206    
  



        WHEREAS, this Purchase Agreement ("Agreement"), entered into this 6th day of March 2002, by and between Sienna Corporation ("Seller" or
"Party"), located at 2130, Trade Zone Blvd., San Jose, CA 95131, 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"), completed by Seller and not previously purchased by
Buyer. 


	2.
	SCOPE



        2.1  This
Agreement shall apply to all purchases by Buyer from Seller of Products and Services, for the Buyer locations set forth in Attachment B, 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 fixed, as listed in Attachment A, for the first term of this Agreement. The Parties may mutually agree 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. 





 



        4.3  Seller
shall label shipment containers in accordance with Buyer provided 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. 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 will 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  On
a best efforts basis, Seller agrees to a normal order-to-delivery cycle time of 3 days. For orders requiring next day delivery, Seller
will ship the order on the same day the order is received if received by Seller by 1pm (PST). 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. 


        4.6  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. 


        4.7  Seller
shall monthly invoice all 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 4.6 for each shipment executed by Seller. This cost will be on each Monthly invoice. 


        4.8  Buyer
will provide Seller with written information regarding adequate packaging specifications and minimum and maximum pallet dimensions. 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.
	CONSIGNED INVENTORY



        Upon
written request by Buyer, and upon mutual agreement, Seller has the right to consign inventory for Buyer. The following shall apply to such consigned inventory: 


        5.1  Buyer
shall retain title to the consigned inventory. 


        5.2  Buyer
shall bear all costs associated with ownership and inventory consignment of the Product. Seller will cover cost of full replacement cost Insurance for consigned
goods while on Seller's property or when in Seller's control. 


        5.3  Details
concerning the location and management of all consigned inventory may be mutually developed and agreed upon by Parties, provided, however, that such details do
no subrogate this Agreement. 


        5.4  Buyer
and Seller each shall have the right to audit the consigned inventory at any time at their cost. 


        5.5  Either
party may discontinue the inventory consignment by providing the other party 30 days prior written notice. 


	6.
	STORAGE & INVENTORY



        6.1  Upon
Buyer's written request provided in reasonable advance, Seller will store Products at Buyer's request for up to 60 Days. 


        6.2  Seller's
storage allocation of Buyer's Products shall not exceed 1000 square feet of storage space. 


        6.3  Buyer
shall be bear all costs of Product storage exceeding 60 days. Seller shall invoice Buyer for storage of Product after 60 Days at USD 0.90 per Square feet of
storage space used. 


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        6.4  Buyer
will agree to take all responsibility for product storage at the end of the agreement period. 


	7.
	INVOICES, PAYMENT TERMS, TAXES



        7.1  The
payment term for orders under this Agreement shall be NET 30 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. 


        7.2  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. 


        7.3  Buyer
may provide two (2) terminals 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 equipment provided shall remain the property of Buyer and shall be returned to Buyer promptly at Buyers request. 


        7.4  Seller
shall invoice Buyer a sum of USD 5200.00 every month for the shipping of fifty (50) or fewer shipments each business working day. In the event that
shipments per day exceed fifty (50) shipments per day, Buyer shall be charged a sum of USD 2.90 per shipment. 


        7.5  Seller
and Buyer may review these charges every three (3) months and on mutual agreement shall adjust such charges if deemed appropriate by the parties. 


	8.
	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:

Kunhamed Bicha

Sienna Corporation

2130, Trade Zone Blvd., San Jose, CA 95131

Tel: 408-957-8885 est. 201

Fax: 408-957-8886

Email: Bichak@siennagroup.com 



	9.
	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 preexisting representations and agreements made by and between Buyer and Seller respect to this subject matter hereof. 


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


	10.
	AMENDMENT 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. 


	11.
	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. 


	12.
	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. 


	13.
	APPLICABLE LAW




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


	14.
	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. 


	15.
	ACCEPTANCE



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



	BUYER
 
	 
	 	SELLER
 
	 

	By:	/s/  P. WHEATLEY      	 	By:	/s/  KUNHAMED BICHA      
	 	
	 	 	

	

Name:	

Paul Wheatley	
 	

Name:	

Kunhamed Bicha
	 	
	 	 	

	 	(Authorized Agent)	 	 	(Authorized Agent)
	

Title:	

Operations Manager	
 	

Title:	

CEO
	 	
	 	 	

	

Date:	

3/15/02	
 	

Date:	

3/6/02
	 	
	 	 	





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SIENNA CORPORATION PURCHASE AGREEMENT # SIENNA 2206