WHEREAS, Berita has the rights to market and distribute a proprietary state of the art computerized bio-resonance system designed to scan the human body for the detection and subsequent recommended reduction of stress by determining the energetic state of the body ( referred to as the “ System ” – see Definition Sec.1.03 ).

WHEREAS, Natural Wellness has a network of business contacts in the Territories and wishes to market the System in the Territories as defined per section 1.01, on a non exclusive basis subject to meeting the Performance Quota as per section 4.

NOW, THEREFORE, in consideration of the premises stated above and subject to the terms and conditions contained herein, the parties agree as follows:

SECTION     2.00   OBLIGATIONS AND WARRANTIES OF BERITA

SECTION     3.00   OBLIGATIONS AND WARRANTIES OF NATURAL WELLNESS

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SECTION     6.00   GOVERNMENTAL AUTHORIZATIONS

SECTION     7.00   COMPETING PRODUCTS AND PRODUCT PROMOTION

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This Agreement constitutes the entire agreement between the parties and there are no agreements or commitments except as set forth herein.

This Agreement may be amended, modified in whole or in part, or supplemented by an agreement in writing that makes reference to this Agreement and is executed by authorized officers of the parties.

No party hereto shall assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

The parties can assign this Agreement without the necessity of obtaining prior written consent of the other party where such assignment is to a subsidiary or other entity controlled by their respective companies or to their successors by way of a sale of assets or merger, provided that as a condition to any such assignment, the assignee shall assume and become liable for any and all of the assignor's obligations under this Agreement. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Any notices required or permitted to be given under this Agreement shall be in writing and shall be given by addressing the same to such other party(ies) at the address set forth below. Such notices shall be given to all parties by:
(1) overnight or highest priority expedited delivery by an internationally recognized air freight courier service (e.g., DHL, UPS, Federal Express) (herein referred to as "Courier Delivery"),
(2) delivery of the same personally to such other party(ies), or
(3) transmitting by facsimile and mailing the original. Any such notice shall be deemed to have been given three (3) days after timely delivery to an internationally recognized air freight courier service; if by personal delivery, upon such delivery; or if by facsimile, the day of transmission if made within customary business hours, or if not transmitted within customary business hours, the following business day.

11.03   Separability of Provisions.

A judicial or administrative declaration by any court of competent jurisdiction of the invalidity of any one or more of the provisions hereof shall not invalidate the remaining provisions of this Agreement in any jurisdiction, nor shall such declaration have any effect on the validity or interpretation of this Agreement outside of that jurisdiction. The parties undertake, however, to negotiate in good faith to find a substitute provision as close as possible to the invalid provision, taking into consideration each party's intentions with respect to this Agreement.

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Any failure by any party hereto to enforce at any time any term or condition under this Agreement shall not be construed as a waiver of that party's right to enforce each and every term of this Agreement.

11.05   Disputes.

Any controversy or claim arising out of or in relation to this Agreement, or the breach or alleged breach thereof, which cannot be settled amicably, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the International Arbitration Association and the provisions of this Section. Any party may initiate arbitration by giving written notice to the other party of an intention to arbitrate and by filing with the International Commercial Arbitration( ICA ) located in the country of Belize (or such other Center location as the parties may agree) three (3) copies of such notice and three (3) copies of this agreement together with the appropriate filing fee. The arbitration shall be conducted before three (3) arbitrators who shall be appointed in accordance with the said rules. The arbitration proceedings shall be held at the ICA location agreed to by the parties and shall be subject to the above arbitration rules. The arbitrators may grant any legal and/or equitable relief to which a party may be entitled under the law or legal theory under which the party seeks relief, provided, however, that no claim may be made for any special, indirect, consequential, or punitive damages arising out of or related to this Agreement, or any act, omission, or event occurring in connection therewith, except that punitive damages may be awarded for willful or wanton misconduct. The arbitration award shall be given within six (6) months from appointment of the third arbitrator. The award given by the three arbitrators or the majority thereof, shall be final and binding on the parties and shall be subject to no appeal. The award shall not serve as precedent or authority in any subsequent proceeding, provided, however, that if the losing party should fail to comply with the award, the prevailing party may apply to any court having jurisdiction for an order confirming the award in accordance with applicable law. The award can be enforced in any court having jurisdiction. Unless otherwise required by law or court orders, the substance of any arbitration proceedings shall be kept confidential by all parties and by the arbitrators; however, the fact that such a proceeding exists, or that an award has been rendered, need not be kept confidential. The costs of the proceeding, including the fees and costs of attorneys, accountants, and witnesses, and the compensation of the arbitrators, shall be assessed by the arbitrators against the parties according to the arbitrators' determination of fault.

11.06   Governing Law

The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather these rights and obligations shall be governed by the laws of Belize, including its provisions of the Uniform Commercial Code.

11.07   Captions; Counterparts.

The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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11.08   Further Instruments.

(a) The parties hereto agree to execute and deliver such instruments and take such other action as shall be reasonably necessary, or as shall be reasonably requested by any other party, in order to carry out the transactions and agreements contemplated.

(b) Delivery of an executed copy of these resolutions by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of these resolutions on the date set forth above by this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the date first written above, by their duly authorized representatives.

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