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1.3 SCOPE
(a) General. The terms and conditions of this Agreement shall apply to all transactions pursuant to which Customer purchases, and Seller and/or any of its Affiliates furnishes, Products, Licensed Materials and/or Services for use by Customer, its Affiliates and/or any Designated Entity, and not for resale.

(b) New Customer Affiliates. If Customer acquires a new Affiliate following the date of this Agreement and such new Customer Affiliate is a party to one (1) or more agreements with Seller and/or one of Seller’s Affiliates (each agreement, a “Pre-Existing Affiliate Agreement”) covering substantially the same subject matter as this Agreement, Customer shall have the right, upon written notice to Seller, to terminate (or cause the Customer Affiliate to terminate) any and all Pre-Existing Affiliate Agreements between such new Customer Affiliate and Seller and/or one or more of its Affiliates without liability or penalty, and, upon Seller’s receipt of a written acknowledgment from the Customer Affiliate agreeing to be bound by the terms and conditions of this Agreement, all products, software and services acquired by such new Customer Affiliate from Seller and/or one of its Affiliates pursuant to such agreements thereafter shall be subject to the terms of this Agreement as though such products, software and services originally were provided to such new Customer Affiliate under this Agreement. Notwithstanding the preceding sentence: (i) the warranty periods set forth in a Pre-Existing Affiliate Agreement will continue to apply to the Products, Licensed Materials and Services purchased, licensed, delivered and performed under such Pre-Existing Affiliate Agreement; (ii) the prices, discounts, and credits set forth in this Agreement shall not retroactively apply to the Products, Licensed Materials and Services purchased, licensed, delivered and performed under a Pre-Existing Affiliate Agreement prior to the Effective Date; and (iii) ***.

(c) Scope of the Initial Project. Seller and Customer acknowledge that the following represents generally the schedule of work to be performed hereunder to deploy, maintain and/or upgrades PCS CDMA System Products in the identified Markets. As soon as practicable, the Parties shall jointly develop detailed project plans and delivery and installation schedules consistent with the proposed schedule. The project plan will contain the responsibilities of both Parties.
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This Private Label Supply Agreement and Strategic Alliance (“Agreement”), dated August 25, 2005 (“Effective Date”), is entered into by NutraCea, a California corporation (“NUTRA”), and ITV Global, a Nevada corporation (“ITV”).

Recitals

A. NUTRA is engaged in the business of producing and selling various types of nutritional products.

B. ITV is engaged in the business of marketing and selling various types of products via Direct Response advertising.

C. ITV and NUTRA desire that ITV purchase from NUTRA, and NUTRA sell to ITV, upon and subject to the terms and conditions set forth in this Agreement, certain products mentioned herein.

D. ITV and NUTRA desire that ITV exclusively market and distribute world-wide certain products labeled and marketed as the “Rice Patty” collection, as described herein.

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2.4 Fulfillment of Product. NUTRA shall contract with one or more third party manufacturer(s) to manufacture, assemble, package, and label the Products. The manufacturer shall be a company selected in writing by NUTRA. The manufacturer must be able to supply Product of at least equal quality to the Product currently supplied by NUTRA. The manufacturer shall be obligated to obtain the “RiSolubles” and other SRB derivatives from NUTRA, and shall utilize the same Product formulations and raw material sources of supply as currently utilized by NUTRA, without variations, except to the extent expressly approved by NUTRA in advance and in writing. Such manufacturer shall contract directly with NUTRA to provide the Product and shall ship the Product to ITV in accordance with all ITV purchase orders to NUTRA issued pursuant to this Agreement. ITV shall not place orders directly with the manufacturer. ITV shall enter into a written agreement with the manufacturer to guaranty payment for all Product produced pursuant to the manufacturing agreement and such guaranty shall be the sole recourse of the manufacturer in the event of a payment default under the manufacturing agreement. The current and future manufacturer must accept ITV as the sole source of payment under the manufacturing agreement and must agree to be paid for each shipment * days following shipment of the Product order. During the term of this Agreement the parties agree to evaluate alternate manufacturing options, subject to approval by NUTRA in its sole discretion. If, at any time in the future, NUTRA agrees to utilize a manufacturer approved by ITV and that manufacturer does not agree to accept ITV as the sole source of payment under the manufacturing agreement, ITV shall pay for the Product on alternate payment terms that protect NUTRA from liability for the manufacturing costs. All manufacturers must enter into a nondisclosure and non-circumvention agreement in a form acceptable to NUTRA prior to obtaining proprietary Product Information, submitting bids, or commencement of any manufacturing activities.
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This Product Supply Agreement (this “Agreement”) is entered into as of May 30, 2007 (the “Effective Date”), by and between Aerogrow International, Inc, a corporation, organized under the laws of Nevada and having its principal place of business at 6075 Longbow Drive, Boulder, Colorado 80301 (“Supplier”), and Global Infomercial Services, Inc., a corporation organized and existing under the laws of Nevada and having its principal place of business at 10725 South Cicero Avenue, Suite 201, Oak Lawn, Illinois 60453 (“Distributor”). Supplier and Distributor are sometimes referred to individually as a “Party” and together as the “Parties”.

INTRODUCTION

WHEREAS, Supplier owns or controls the right to manufacture, market, distribute, and sell certain Product (as defined below) as well as use certain Marketing Materials (as defined below) in connection therewith;

WHEREAS, Distributor sources products on behalf of other resellers and/or distributors for resale in their home territories through multiple distribution channels, such as Infomercials, direct response TV, TV home shopping, telemarketing, direct mail, e-commerce, and print catalogs, and desires to be appointed an exclusive reseller of the Product in the Territory (as defined below);

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4.6. Supply Obligations.

(a) Product. Supplier shall supply to Distributor all Product ordered on behalf of Distributor. Moreover, Supplier shall make all reasonable efforts to meet Distributor’s supply and delivery needs even if the quantity of Product ordered exceeds the amount previously forecasted.

(b) Marketing Materials. For Marketing Materials not included as part of the Product, Supplier shall faithfully print and provide Distributor at Supplier’s actual costs with sufficient copies of the Marketing Materials as reasonably requested by Distributor for use by Distributor and its Sublicensees to market and sell the Product in the Territory. Supplier shall not make any revisions or modifications without the prior written consent of Distributor, which shall not be unreasonably withheld. Distributor shall have the right, upon request, to request changes and modifications to the Marketing Materials in order to customize and localize such Marketing Materials for use in the Territory. In such event, Supplier shall then provide current Marketing Materials to Distributor for use in the Territory, including, without limitation, any new versions customized for the Territory (as directed by Distributor). Upon request, Supplier shall also provide to Distributor a letter of release from each performer appearing, named, or speaking in any Marketing Materials, authorizing Distributor’s and its Sublicensees’ use of each such performer’s name, voice, endorsement, image and likeness without further compensation.
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2. Scope of Agreement.
2.1 Supply of PRODUCTS. BIO-RAD agrees to manufacture and sell PRODUCTS to CIPHERGEN as requested by CIPHERGEN. Subject to the terms and conditions of this Agreement, BIO-RAD shall fill CIPHERGEN’s requirements for PRODUCTS, including the manufacture, sale and delivery of PRODUCTS to CIPHERGEN, and CIPHERGEN shall purchase from BIO-RAD CIPHERGEN’s requirements for PRODUCTS.

2.2 Technical Support and Maintenance and Repair Services. With respect to PRODUCTS purchased by CIPHERGEN hereunder, BIO-RAD shall be responsible for providing all applicable warranty service to CIPHERGEN pursuant to Section 6.1, and CIPHERGEN shall be responsible for providing all technical support, warranty, maintenance and repair services to its customers.

3. Purchase and Sale of Products.
3.1 Forecasts. During the term of this Agreement, CIPHERGEN shall provide quarterly, non-binding twelve (12) month rolling forecasts to BIO-RAD, which shall include the quantity and type of PRODUCTS anticipated to be ordered and the anticipated Delivery Date(s). CIPHERGEN may provide revised forecasts to BIO-RAD as necessary to accommodate CIPHERGEN’s changing requirements for PRODUCTS. Forecasts shall be provided to BIO-RAD within ten (10) business days of the end of each calendar quarter. Failure to timely provide forecasts and revisions to forecasts may affect BIO-RAD’s ability to meet CIPHERGEN’s requested Delivery Date(s). If CIPHERGEN places a Purchase Order that exceeds the forecasted amount, BIO-RAD shall use reasonable efforts to fill the Purchase Order, but shall not be liable for failing to supply any amount in excess of the applicable forecast.
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ARTICLE 2
MANUFACTURING AND SUPPLY OBLIGATIONS

Section 2.1 Supply of Product

Subject to the terms and conditions of this Agreement, S&N hereby appoints Westaim as S&N’s exclusive supplier of Products in the Territory and Westaim agrees to supply Products in the Territory exclusively to S&N, and Westaim undertakes and agrees to sell to S&N, and S&N agrees to purchase from Westaim, such quantities of Products as are ordered by S&N from time to time. S&N shall order all of its requirements for Products exclusively from Westaim. Westaim shall not sell Products to any Person other than S&N or an Affiliate of S&N without the express written consent of S&N.

Section 2.2 Forecasting; Purchase Orders; QA and QC

Unless otherwise agreed to in writing by Westaim and S&N, the supply by Westaim to S&N of a particular Product shall be on the following terms and conditions:

2.2.1

Westaim agrees to supply to S&N and S&N agrees to purchase exclusively from Westaim such quantities of such Product as S&N shall request monthly by written purchase order, all in accordance with the terms of this Agreement. S&N shall, on a monthly basis during the Term (except during any period in which S&N is exercising its rights under the Manufacturing License in accordance with Article 4), provide Westaim with a twelve (12) month non-binding rolling forecast of S&N’s estimated requirements for the Product. Such twelve (12) month non-binding rolling forecast shall be provided to Westaim no later than five (5) Business Days preceding the beginning of each calendar month and shall cover the twelve (12) month period commencing with the calendar month next following such calendar month (e.g., on or before September 21, 2001, S&N is required to provide Westaim with an updated twelve (12) month rolling non-binding forecast for the period November 1, 2001 to October 31, 2002). S&N shall on a monthly basis request a supply of the Product from Westaim by way of written purchase order. The purchase order for a particular month shall be delivered to Westaim no later than five (5) Business Days preceding the beginning of the particular month. The minimum amount of the Product ordered by S&N for any particular month shall be [***] of the requirements last estimated for such month in the applicable twelve (12) month non-binding rolling forecast. Each purchase order shall be binding on S& N and Westaim, and Westaim shall fill each purchase order of S&N within [***] days from receipt of such purchase order, provided, however, that, with respect to a particular month, in the event S&N’s purchase order exceeds [***] of the requirements last estimated for such month in the applicable twelve (12) month non-binding rolling forecast, Westaim shall not be obligated to fill the amount of such purchase order in excess of [***] but shall only be required to use reasonable commercial efforts to fill the amount of such purchase order in excess of the requirements last

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			estimated for such month in the applicable twelve (12) month non-binding rolling forecast. Further, notwithstanding the above, but subject to Westaim complying with Section 11.11, under no circumstances shall Westaim be obligated to supply a quantity of Products over any period that exceeds the quantity of Products that can be produced by the Equipment during such period using the S&N Production Capacity;

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	2.4.1		Westaim represents and warrants to S&N that each Product will be produced in compliance with all applicable laws, the non-compliance with which would have a material adverse effect on Westaim’s ability to meet its obligations under this Agreement in relation to such Product. Westaim shall at all times relevant throughout the Term own, hold or possess all material licenses, franchises, permits, privileges, immunities, registrations, approvals (including, without limitation, regulatory approvals), authorizations and qualifications (“Government Permits”) necessary to allow it to manufacture and produce the Products. All such Government Permits shall in all material respects be valid, subsisting and in good standing at all relevant times throughout the Term.

Section 2.5 Inspection by S&N

No more frequently than once per calendar year, Westaim shall allow S&N, upon reasonable written notice to Westaim and in any event within fifteen (15) days of such notice being given,

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during normal business hours and with a representative of Westaim present, if Westaim makes a representative available, to visit Westaim’s manufacturing facility and to review the quality control procedures and manufacturing records of Westaim, in order to assure satisfaction of the requirements of this Agreement. Westaim shall respond to all reasonable comments or requests provided by S&N to Westaim with respect to the foregoing.

Section 2.6 Import/Export Licenses

S&N shall be responsible for obtaining, at its expense, any import/export licenses required by any governmental authority with respect to Products from and after its delivery to S&N pursuant to this Agreement.

Section 2.7 Label Content

S&N shall be responsible for ensuring that the label and product insert for any Product sold in any country in the Territory comply with all legal, governmental and regulatory requirements of such country, and, to the extent required for Westaim to fully and effectively meet all of its obligations under this Agreement. S&N shall be responsible for advising Westaim in writing and in a timely manner of all such country specific requirements in connection with the packaging of Products including without limitation label, package insert, language and other such requirements, and Westaim shall be responsible for following all reasonable instructions and advice provided by S&N to Westaim in this regard.

Section 2.8 Validation

All facilities, processes, equipment and analytical methods used for control of critical process steps employed by Westaim in the manufacture and production of Products shall be validated in accordance with the rules, regulations and guidance documents of the Regulatory Authorities and shall otherwise be in material compliance with all applicable laws, rules and regulations.

Section 2.9 Regulatory Matters

Westaim agrees that it will allow all inspections of its facilities required by any Regulatory Authority and will appropriately respond, forthwith upon receipt and in consultation with S&N, to all requests of any Regulatory Authority and shall provide copies of all such responses to S&N forthwith upon receipt.

Section 2.10 Production Records

The manufacture of Product shall be recorded in batch production record format that is in compliance with the requirements of the Regulatory Authorities. With respect to a particular manufacturing run, Westaim will, upon the written request of S&N, provide S&N reasonable access to Westaim’s batch production records with respect to such manufacturing run during normal business hours. Product and plant master files shall also be maintained by Westaim in accordance with the requirements of the Regulatory Authorities and such files shall be available upon reasonable written notice during normal business hours to the Regulatory Authorities or S&N.

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ARTICLE 2

MANUFACTURING AND SUPPLY OBLIGATIONS

Section 2.1 Supply of Product

Subject to the terms and conditions of this Agreement, S&N hereby appoints Nucryst as S&N’s exclusive supplier of Products in the Territory and Nucryst agrees to supply Products in the Territory exclusively to S&N, and Nucryst undertakes and agrees to sell to S&N, and S&N agrees to purchase from Nucryst, such quantities of Products as are ordered by S&N from time to time. S&N shall order all of its requirements for Products exclusively from Nucryst. Nucryst shall not sell Products to any Person other than S&N or an Affiliate of S&N without the express written consent of S&N.

Section 2.2 Forecasting; Purchase Orders; QA and QC

Unless otherwise agreed to in writing by Nucryst and S&N, the supply by Nucryst to S&N (and any S&N Affiliate) of a particular Product shall be on the following terms and conditions:

2.2.1

Nucryst agrees to supply to S&N and S&N agrees to purchase exclusively from Nucryst such quantities of such Product as S&N shall request monthly by

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			written purchase order, all in accordance with the terms of this Agreement. S&N shall, on a monthly basis during the Term (except during any period in which S&N is exercising its rights under the Manufacturing License in accordance with Article 4), provide Nucryst with a twelve (12) month rolling non-binding forecast of S&N’s estimated requirements (per calendar month during such twelve (12) month period) for Products (the “Rolling Forecast”). Such Rolling Forecast shall be provided to Nucryst no later than five (5) Business Days preceding the beginning of each calendar month and shall cover the twelve (12) month period commencing with the calendar month next following such calendar month (e.g., on or before September 21, 2001, S&N is required to provide Nucryst with an updated twelve (12) month Rolling Forecast for the period November 1, 2001 to October 31, 2002). S&N shall on a monthly basis request a supply of Products from Nucryst by way of written purchase orders. The purchase order for a particular month shall be delivered to Nucryst no later than [***] days preceding the beginning of a month. The minimum amount of the Product ordered by S&N for any particular month shall be [***] of the requirements last estimated for such month in the Rolling Forecast. Each purchase order shall be binding on S&N and Nucryst, provided, however, that, with respect to a particular month, in the event S&N’s purchase order exceeds [***] of the quantities of each Product last estimated for such month in the applicable Rolling Forecast, Nucryst shall not be obligated to fill the amount of such purchase order in excess of [***] (“Maximum Quantity”) but shall only be required to use reasonable commercial efforts to fill the amount of such purchase order in excess of the requirements last estimated for such month in the applicable Rolling Forecast. Further, notwithstanding the above, under no circumstances shall Nucryst be obligated to supply a quantity of Products over any period that exceeds the quantity of Products that can be produced by the Equipment during such period using the S&N Production Capacity.

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			Rejection Date, as soon as is practicable following S&N becoming aware of the non-conformance of the Product, if such Product did not conform to the requirements of Section 2.2.3 at the time it was delivered to S&N and the nonconformance resulted from a latent defect not capable of being detected by S&N during a reasonable inspection of the Product at the time of delivery to S&N. If Nucryst disagrees with the alleged non-conformity of such Product, and after the Parties have endeavoured to settle such disagreement between themselves, then an independent laboratory, mutually agreed upon in writing by the Parties (acting reasonably), shall analyze samples of the alleged nonconforming Product to determine compliance. Nucryst and S&N shall be bound by the laboratory analysis of such alleged non-conformity of such Product with the requirements of Section 2.2.3. The cost incurred in connection with retaining the independent laboratory shall be borne by S&N if the Product in question is found to conform to the requirements of Section 2.2.3 and by Nucryst if the Product in question is found to not conform to the requirements of Section 2.2.3. To the extent it is determined that any Product supplied by Nucryst to S&N under this Agreement does not conform to the requirements of Section 2.2.3 and subject to Section 5.1 and any third party claim pursuant to Section 9.1(i), Nucryst’s sole obligation and S&N’s sole remedy shall be to have Nucryst replace such non-conforming Product at no additional cost to S&N.

Section 2.3 Delivery; Title; Risk of Loss

Nucryst shall deliver Products to S&N [***], or such other facilities as Nucryst and S&N, by mutual agreement in writing, may from time to time designate.

Each delivery of the Products shall be accompanied by:

2.3.1

a packing list which includes a purchase order reference number, part/lot number and quantities of each Product delivered;

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	2.3.2		for deliveries to the US/Canada, Nucryst shall provide to the Largo QA department an electronic version of the certificate of analysis incorporating a statement of sterility;

Section 2.4 Representations

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SUPPLY AGREEMENT

This SUPPLY AGREEMENT (this “Agreement“) is made and entered into as of the 31st day of July, 2007 (the “Effective Date“) by and between IMATION CORP., a corporation organized under the laws of Delaware, USA (“Imation“), and TDK CORPORATION, a corporation organized under the laws of Japan (“TDK“).

WHEREAS, Imation and TDK have entered into a certain Acquisition Agreement dated as of April 19, 2007 (the “Acquisition Agreement“), whereby Imation has agreed to purchase TDK’s sales, service and support functions for Removable Recording Media Products;

WHEREAS, the Acquisition Agreement provides that Imation and TDK will enter into an agreement pursuant to which TDK will supply Imation and its Subsidiaries with their requirements of the Products (as defined herein); and

WHEREAS, Imation and TDK agree to enter into such an agreement on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, Imation and TDK agree as follows:

1. Definitions

1.1 Certain Defined Terms. The following terms, when used in capitalized form in this Agreement, will have the meanings set forth below:

“OUS License” means the Trademark License Agreement entered into by IMN Data Storage Holdings C.V., a Dutch private limited partnership, and TDK concurrently with the execution of this Agreement.

“Products” means the finished goods and other products listed on Exhibit I, as such exhibit may be amended from time to time in accordance with Sections 2.3 and 3.3 or otherwise by mutual agreement of Imation and TDK.

“Product Specifications” means the specifications for the Products as may be amended, modified or supplemented in accordance with this Agreement. The initial Product Specifications are attached to this Agreement as Exhibit V.

“TDK Brand License” means the Trademark License Agreement entered into by Imation and TDK concurrently with the execution of this Agreement.

“TDK Product Category” means any category of Removable Recording Media Products and Accessory Products listed on Exhibit VII.

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