Unassociated Document


    Exhibit
10.7

    

      
        	
                Strategic
      Cooperation Agreement

              


      

       

      New
Zealand Agritech Inc

       

      Cullen
Agricultural Technologies Inc


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      STRATEGIC
COOPERATION AGREEMENT

       

      Date: 11
August 2009

       

      PARTIES

       

      New Zealand Agritech Inc
(Agritech)

       

      Cullen Agricultural Technologies
Inc (Cullen)

       

      BACKGROUND

       

      
        	
                A

              	
                Agritech
      is the representative body of New Zealand’s agricultural technology
      sector, and represents a membership of suppliers across a diverse range of
      industry categories.  Agritech strongly advocates New Zealand’s
      pasture-based farming system.

              


      

       

      
        	
                B

              	
                Cullen
      is a USA-incorporated research and development company committed to the
      development and commercialisation of advanced agricultural technologies,
      primarily focused on the animal food sector.  Cullen provides
      advisory services associated with the implementation of more efficient
      farming techniques, and promotes a methodology that incorporates
      components of New Zealand’s pasture-based farming
  system.

              


      

       

      
        	
                C

              	
                Although
      wishing to maintain their independence, the parties agree that their
      respective activities are complementary and that their participation in a
      strategic alliance will be mutually beneficial, and also of benefit to
      members of Agritech.

              


      

       

      THE
PARTIES AGREE

       

      
        	
                1

              	
                INTERPRETATION

              


      

       

      
        	
                1.1 

              	
                In
      the interpretation of this Agreement, unless the context otherwise
      requires:

              


      

       

      
        
          	
                	
                  (a)

                	
                  references
      to the parties include their respective executors, administrators,
      successors and permitted
assigns;

                


        

      

       

      
        
          	
                	
                  (b)

                	
                  references
      to persons include a reference to a body corporate and to an
      unincorporated body of
persons;

                


        

      

       

      
        
          	
                	
                  (c)

                	
                  words
      in the singular shall include the plural and vice versa;
    and

                


        

      

       

      
        
          	
                	
                  (d)

                	
                  headings
      have been inserted for convenience only and shall not affect the
      construction of this
Agreement.

                


        

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      STRATEGIC COOPERATION AGREEMENT

       

      
        
          	
                  2

                	
                  PARTICIPANTS
      AND TERRITORY

                


        

      

       

      
        	
                2.1 

              	
                This
      Agreement is between:

              


      

       

      
        
          	
                	
                  (a)

                	
                  New
      Zealand Agritech Inc operating from PO Box 303 089 North Harbour, North
      Shore 0751, New Zealand (as that address may be amended from time to
      time); and

                


        

      

       

      
        
          	
                	
                  (b)

                	
                  Cullen
      Agricultural Technologies Inc operating from 22 Barnett Shoals Road
      Watkinsville, GA 30677, United States of America (as that address may be
      amended from time to time).

                


        

      

       

      
        	
                2.2

              	
                The
      alliance between the parties being the subject matter of this Agreement
      applies specifically to the USA’s South Eastern States including Alabama,
      Georgia, Mississippi, North Carolina, South Carolina, and Tennessee, and
      neighbouring States including Arkansas and Louisiana.  The
      parties agree that this Agreement shall extend to other areas in the USA
      and elsewhere as and when Cullen commences activities in those
      areas.

              


      

       

      
        	
                3

              	
                BUSINESS
      ACTIVITIES

              


      

       

      
        	
                3.1

              	
                Agritech
      seeks to assist New Zealand agricultural technology industry participants
      succeed domestically and internationally in the commercial development of
      existing and emerging products and technologies.  The provision
      of such assistance invariably involves advocating New Zealand’s
      pasture-based farming system (in whole or part) and associated products
      and technologies.

              


      

       

      
        	
                3.2

              	
                Members
      of Agritech pay a fee for the benefits of
      representation.  Agritech endeavours to deliver value to its
      members including by way of developing opportunities for members to
      penetrate and establish marketing presence and success in new
      markets.  In doing so, Agritech enhances its ability to retain
      existing members and attract new
members.

              


      

       

      
        	
                3.3

              	
                Cullen
      advises on the implementation of industry-changing technologies and
      strongly promotes components of New Zealand’s pasture-based farming system
      following adaptation to local conditions.  Current operations
      involve the USA and international expansion is likely in
    time.

              


      

       

      
        	
                3.4

              	
                In
      the performance of its activities, Cullen has opportunity to promote the
      interests of Agritech (pursuant to clause 3.2) and its
      members.  Further information is contained at clause
      4.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      STRATEGIC COOPERATION AGREEMENT

       

      
        
          	
                  3.5

                	
                  The
      parties agree that the existence of this Agreement does not prevent or
      prohibit either of them maintaining or forming business relationships or
      alliances with any other person or provider of services whether or not
      similar to or the equivalent of the services provided by a party under
      this Agreement, provided that although exclusivity is not an agreed term
      of this Agreement, Cullen shall be Agritech’s “preferred partner” in the
      jurisdictions in which Cullen operates and Agritech shall be Cullen’s
      “preferred partner” in the context of its standing as a representative
      body of New Zealand’s agricultural technology sector within New
      Zealand.  Accordingly, where the circumstances permit (having
      regard to any relevant commercial factors), each party will when
      conducting its operations seek to promote to the other the opportunity to
      realise the benefit of the operation of this Agreement in accordance with
      its terms.

                


        

      

       

      
        	
                4

              	
                CONTRIBUTION

              


      

       

      
        	
                4.1

              	
                In
      the performance of its activities, Cullen has opportunity to assist
      members of Agritech mitigate barriers to market entry and to provide
      opportunity to realise the potential of growth available in various
      markets.  These opportunities will arise by way of Cullen
      (without limitation):

              


      

       

      
        
          	
                	
                  (a)

                	
                  providing
      information and expertise on local market conditions (including indication
      of likely volume of demand, assistance with sales and marketing strategy,
      and details of alternative products, technologies and
      competitors);

                


        

      

       

      
        
          	
                	
                  (b)

                	
                  identifying
      new products and technologies for development (including sufficient
      variations of existing products and
  technologies);

                


        

      

       

      
        
          	
                	
                  (c)

                	
                  testing
      emerging and existing products and technologies in local, commercial
      conditions and providing feedback, thereby assisting with refinement and
      development;

                


        

      

       

      
        
          	
                	
                  (d)

                	
                  providing
      local history of use and credibility by association with
      Cullen;

                


        

      

       

      
        
          	
                	
                  (e)

                	
                  securing
      local implementation of products and technologies, thereby giving access
      to market, penetration and brand
promotion;

                


        

      

       

      
        
          	
                	
                  (f)

                	
                  stimulating
      demand and delivering distribution opportunities of substantial size,
      thereby offering significant financial benefit;
  and

                


        

      

       

      
        
          	
                	
                  (g)

                	
                  identifying
      and accessing suitable distribution partners and networks, thereby
      mitigating risks of direct
exporting.

                


        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      STRATEGIC COOPERATION AGREEMENT

       

      
        
          	
                  4.2

                	
                  The
      matters set out in clause 4.1 are of significant commercial value to
      Agritech’s members, and will promote the benefits and value of
      membership.  Accordingly, the potential of these matters
      constitute sufficient consideration for Agritech’s entry into this
      Agreement.

                


        

      

       

      
        	
                4.3

              	
                In
      accordance with clause 4.2, Agritech will actively promote its alliance
      with Cullen as per this Agreement and will facilitate and support business
      relationships between Cullen and its members having regard to Cullen as a
      “preferred partner”.  Such relationships could take the form of
      a joint venture, strategic alliance or preferred supplier arrangement, in
      addition to other forms that may be
available.

              


      

       

      
        	
                5

              	
                COMMERCIAL
      TERMS

              


      

       

      
        	
                5.1

              	
                Agritech
      shall not pay any fee, commission or any other form of remuneration
      whatsoever to Cullen in consideration for the existence or performance of
      this Agreement.

              


      

       

      
        	
                5.2

              	
                Cullen
      shall be entitled to negotiate preferred terms of supply with members of
      Agritech in consideration of the services offered in accordance with
      clause 4.1.  Any such terms will be negotiated between Cullen
      and the member of Agritech on a case by case
  basis.

              


      

       

      
        	
                5.3

              	
                Cullen
      shall be entitled to negotiate the payment of fees by a member of Agritech
      in consideration of the services offered in accordance with clause
      4.1.  The fees may be in the nature of a facilitation fee,
      management fee or fees otherwise agreed between Cullen and the
      member.  Any such fee will be negotiated between Cullen and the
      member of Agritech on a case by case basis, and will reflect the value of
      the services to be performed by Cullen in the
    circumstances.

              


      

       

      
        	
                5.4

              	
                During
      the term of this Agreement, Cullen shall make payment to Agritech
      (annually in arrears, and pro rata upon its termination) after having
      regard to its dealings with members of Agritech and the alliance it shares
      with Agritech.  Any such payment will be agreed between Cullen
      and Agritech on a case by case basis, with the parties acting in good
      faith and having regard also to the following
  principles:

              


      

       

      
        
          	
                	
                  (a)

                	
                  Agritech
      is a not-for-profit organisation seeking to recover its reasonably and
      properly incurred operating costs
only;

                


        

      

       

      
        
          	
                	
                  (b)

                	
                  Cullen
      will benefit from only some of Agritech’s activities and its interests are
      not necessarily aligned with all Agritech
  members;

                


        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      STRATEGIC COOPERATION AGREEMENT

       

      
        
          	
                	
                  (c)

                	
                  Agritech
      is able to and will endeavour to obtain receipts from a variety of revenue
      streams without reliance on Cullen, including contributions made by
      corporate sponsors and the Government, in addition to membership fees and
      other forms of commercial revenue;
and

                


        

      

       

      
        
          	
                	
                  (d)

                	
                  a
      payment by Cullen to Agritech may not apply on a commission basis to every
      fee received by Cullen pursuant to clause
5.3.

                


        

      

       

      
        	
                5.5

              	
                For
      the avoidance of doubt and subject to clause 5.4, no fee, commission or
      any other form of payment whatsoever will be payable by Cullen to Agritech
      in respect of any relationship formed pursuant to clause 4.3, and Agritech
      unconditionally and irrevocably acknowledges that it shall have no right,
      claim or interest in any such relationship or its resulting financial
      performance.

              


      

       

      
        	
                6

              	
                REPRESENTATIONS AND
      WARRANTIES

              


      

       

      
        	
                6.1

              	
                The
      parties each represent and warrant
that:

              


      

       

      
        
          	
                	
                  (a)

                	
                  all
      corporate resolutions and approvals required by law and pursuant to
      constitutions to which it is party necessary to approve the entry into the
      transaction contemplated by this Agreement have been passed or given, and
      remain in force; and

                


        

      

       

      
        
          	
                	
                  (b)

                	
                  this
      Agreement has been validly entered into by them and is binding on
      them.

                


        

      

       

      
        	
                7

              	
                DISPUTE
      RESOLUTION

              


      

       

      
        	
                7.1

              	
                In
      the event of any dispute under this Agreement, the parties will make a
      good faith effort to resolve the dispute at the senior executive level for
      a period of 45 days following notice thereof before pursuing any
      alternative process or action of resolution or enforcement.  At
      the expiration of that period, any unresolved dispute shall be determined
      in accordance with the Arbitration Act
1996.

              


      

       

      
        	
                8

              	
                TERMINATION

              


      

       

      
        	
                8.1

              	
                This
      Agreement may be terminated upon three (3) months’ notice in writing by
      either party.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      STRATEGIC COOPERATION AGREEMENT

       

      
        	
                9

              	
                ANNOUNCEMENTS

              


      

       

      
        	
                9.1

              	
                The
      parties will jointly agree the form and content of any public announcement
      made referencing or concerning the existence or subject matter or
      termination of this Agreement.

              


      

       

      
        	
                10

              	
                MISCELLANEOUS

              


      

       

      
        	
                10.1

              	
                Further
      Assurances

              


      

      The
parties shall promptly do all acts and things necessary (or, as the case may be,
procure that all acts and things necessary are done) as may be required to give
effect to the subject matter of this Agreement.

       

      
        	
                10.2

              	
                Entire
      Agreement

              


      

      The
provisions of this Agreement constitute the entire agreement between the parties
and supersede all previous agreements and communications, whether verbal or
written, between the parties with respect to the subject matter of this
Agreement.

       

      
        	
                10.3

              	
                Amendments

              


      

      No
amendments to this Agreement will be effective unless it is in writing and
signed by all parties to this Agreement.

       

      
        	
                10.4

              	
                Counterparts

              


      

      This
Agreement may be executed in any number of counterparts.  Once a party
has executed a counterpart, and the other party has received a copy of the
signed counterpart, that counterpart shall be deemed to be as valid and binding
on the party executing it as if it had been executed by both the
parties.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      STRATEGIC COOPERATION AGREEMENT

       

      
        
          	
                  10.5

                	
                  Governing
      law

                


        

      

      This
Agreement shall be governed by New Zealand law.  The parties submit to
the non-exclusive jurisdiction of the courts of New Zealand.

       

      IN WITNESS of which this
Agreement has been executed:

      

        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    New Zealand Agritech Inc
      by:

                                  	 	
                                    Cullen Agricultural
      Technologies Inc by:

                                  
	 
      	 	 
      
	/s/
      	 	 /s/
      Eric Watson
	
                                    Director/Authorised
      signatory

                                  	 	
                                    Director/Authorised
      signatory

                                  
	 
      	 	 
      
	/s/
      Loendelyn Ward	 	/s/
      Don Stanway
	
                                    Witness
      signature

                                  	 	
                                    Witness
      signature

                                  
	 	 	 
	
                                    Witness
      name

                                  	 	
                                    Witness
      name

                                  
	 	 	 
	
                                    Witness
      Occupation

                                  	 	
                                    Witness
      Occupation

                                  
	 	 	 
	
                                    Witness
      address

                                  	 	
                                    Witness
      address

                                  


                          

                        

                      

                    

                  

                

              

            

          

        


        
          
             


          

          
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