Sample Business Contracts

Marketing and Retail Sales Distribution Agreement - Wade Cook Financial Corp. Inc. and First Scientific Inc.

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This marketing and retail sales distribution agreement (the "Agreement") is made
by and between Wade Cook Financial  Corporation,  Inc.TM ("WCFC") and/or assigns
(the  "Assigns") to market and  distribute  the products  listed in Attachment A
hereto  (the  "Products"),   and  First  Scientific,   IncorporatedTM   ("FST"),
collectively the "Parties", on this 9th of November, 2001.

Whereas,  FSI has certain  Products  which are  manufactured  as  anti-microbial
agents, of which a non-exclusive list is provided in Attachment A, and WCFC, and
its  Assigns are in the  business of  marketing  and  distributing  items to the
General Public, the Parties agree as follows:

     1.   A.   FSI agrees to  manufacture  the Products and fill WCFC's  written
               orders for Products in a timely manner, and in any event will use
               its best efforts to fill placed  orders within a period of thirty
               days (30) days or less following receipt of any written order.

          B.   WCFC or Assigns has two  options to pay for  Product  released by
               FSI to WCFC  under this  Agreement:  Option 1: If WCFC or Assigns
               elects to pick up the Products  directly from FSI, then WCFC will
               pay 100% of the Price upon receipt of the  Product;  Option 2: If
               WCFC or  Assigns  elects  to  have  FSI  ship  the  Product  to a
               designated  location,  WCFC or  Assigns  shall  prepay 50% of the
               Price  up-front and then satisfy the  remaining  50% of the Price
               upon delivery of the Products to the designated location.

     2.   A.   FSI  agrees to  deliver to WCFC  copies of all  current  reports,
               articles,  tests,  investigations,  information  on  discoveries,
               testimonials,   and  any  other  comments  or  other  information
               (collectively  the  "Information")  made by scientists,  doctors,
               agencies, or governmental  organizations  immediately after FSI's
               receipt of such Information.

          B.   WCFC and Assigns may use the  Information  in all  marketing  and
               distribution  efforts to sell the  Products.  WCFC  agrees not to
               make any marketing  claims in regard to the Products that are not
               supported by the Information supplied by FSI.

     3.   Price  will be  determined  according  to  Attachment  A  Product  and

     4.   A.   If FSI has  existing  Products,  and WCFC  agrees  to sell  those
               existing  Products,  a discount  will be made on the  purchase of
               those  Products,   in  that  it  comes  from  a  product  overrun

          B.   WCFC  agrees  to pay the Price in cash or cash  equivalent.  WCFC
               will pay shipping, unless other arrangements have been made.

     5.   Term.  This  agreement will run in  perpetuity,  unless  terminated by
          either of the Parties.

     6.   Termination.  Termination  of this  Agreement  may be  commenced  upon
          thirty (30) days written Notice.  Termination  will be effective sixty
          days  (60) days  following  the date that  Notice  of  termination  is
          received  by the  non-terminating  Party.  WCFC  or  Assigns  will  be
          permitted to sell,  market,  and  distributes  all Products (that have
          been ordered from FSI, or are in the  possession of WCFC or Assigns at

     7.   Nature of the  Relationship.  This  Agreement  is  non-exclusive  with
          respect to FSI's existing and future  distribution  channel.  However,
          FSI agrees not to sell,  market or distribute the Products directly to
          the General Public,  absent  effective  termination of this Agreement.
          The General Public includes  primarily  retail  consumers who purchase
          the Products  primarily  for  individual  family,  work,  or household
          purposes;  however,  this  restriction  shall  not  prohibit  FSI from
          distributing  the  Products to any third Party who may then attempt to
          sell,  market,  or distribute  to the Products to the General  Public.
          WCFC and its Assigns intends on spending a

                                                                 [Initials:  WBC

          large amount of money in advertising the Products, and FSI agrees that
          it will not infringe or  otherwise  interfere  with these  advertising
          efforts to the General  Public by going into  competition in that same
          arena.  WCFC and Assigns may market the  Products as  manufactured  by
          First Scientific  Incorporated and distributed by WCFC and/or Assigns,
          and  may  restructure   labels  affixed  to  the  shipping   materials
          containing the Products to bear  statements  similar to the following:
          "Manufactured by First Scientific, Inc. for Origin Sales, Inc."

     8.   There are no set  minimum  quota  requirements  for sales  under  this
          Agreement. Orders will be taken on a case by cases basis by FSI.

     9.   FSI  warrants  and  guarantees  that  FSI  holds  all of the  relevant
          patents,  trademarks,   servicemarks,   and  other  like  intellectual
          property  rights to the  Products,  and  further  warrants  that FSI's
          Products are not subject to any claim (for infringement or otherwise),
          demand,  or  legal  action  by  any  third  party.  FSI  warrants  and
          guarantees  that to the best of its  knowledge  all claims made by FSI
          about the Products are true and correct.

     10.  All notices and other communications  required or permitted under this
          Agreement  shall be validly  given,  made, or served if in writing and
          delivered  personally or sent by registered  mail, to the other party.
          Address where notice is to be sent: WCFC or Assigns - 14675 Interurban
          Ave.  Seattle,  WA 98168;  FSI - 1877 West 2800 South Suite 200, Ogden
          Utah 84401. Each party may, by notice to the other as provided herein,
          designate a different address.

     11.  FSI agrees to indemnify and hold WCFC and its Assign harmless from all
          actions,  of whatever  kind and nature,  relating to or arising out of
          any  consumer use of the Products  and/or  claims that FSI's  Products
          infringe upon any third party's  patent,  trademark,  servicemark,  or
          other similar intellectual property right.

     12.  Bankruptcy.  In the event of bankruptcy,  insolvency, or receivership,
          and subject to the laws thereto,  this Agreement  shall remain in full
          force and effect and will be binding on FSI's  assigns and  successors
          to the fullest extent permitted by law.

     13.  Disputes.  All disputes arising out of or under this Agreement,  which
          cannot be settled by  agreement  of the parties  shall be submitted to
          the  American  Arbitration  Association  (AAA),  to be  heard  in King
          county,  Washington under the rules then in force, or such other rules
          or venue  agreed  upon by the  parties.  The  prevailing  party in any
          dispute shall be reimbursed  all of its  reasonable  costs,  including
          reasonable attorney's fees by the other party.

     14.  Governing  law. This  Agreement and the rights and  obligations of the
          parties herein,  shall be construed in accordance with the laws of the
          State of Utah and  applicable  federal law. The Parties hereby consent
          to the jurisdiction and venue of the courts of the State of Washington
          or any federal court located in such state.

                                                                 [Initials:  WBC

/s/ Wade B Cook          11-09-01        [Illegible]                    11-09-01
------------------       --------        ------------------             --------
WCFC Signature            Date           FSI Signature                    Date


                                  Attachment A

Product & Pricing

1. PureCleanse 2.5 Fl. Oz. Instant Skin Sanitizer                       $1.89/EA
2. PureCleanse 2.0 Fl. Oz Antimicrobial Handwash                        $1.11/EA
3. PureCleanse 2.0 Fl. Oz Hypo-Allergenic Lotion
    (Microbe NZ Compatible)                                             $1.11/EA
4. PureCleanse 2.0 Fl. Oz First Aid Antiseptic Spray                    $1.29/EA

Note:  Some of this product (discontinued) may be in larger sizes

This pricing is to be reviewed every 12 months. However, larger volume purchases
can be negotiated later. Initiated by Wade B. Cook and [Illegible]  [Handwritten
in original]

                                                                 [Initials:  WBC