Exhibit 5
Form SB-2
e Nutrition, Inc.
PHOENIX INK, L.L.C.
License Agreement
THIS AGREEMENT is made and entered into this sixth day of
June 2000, by and between, Phoenix Ink, LLC, a Nevada corporation
with its principal place of business at Springville, Utah,
hereinafter referred to as "Licensor," and e Nutrition, Inc., of
Mapleton, Utah, hereinafter referred to as "Licensee".
WHEREAS, the Licensor has expended time, effort, and money
to develop and obtain knowledge in the field of producing,
merchandising, distributing and promoting the sale of nutritional
supplements and has established successfully a reputation,
demand, and goodwill for such products under the trade name, HI-
Q, which signifies the highest standards of management,
supervision, merchandising, and quality of products; and
WHEREAS, the Licensee desires to sell the products
established by the Licensor under the name HI-Q as hereinafter
provided.
IT IS THEREFORE AGREED between the parties as follows:
1. License. The Licensee shall have the exclusive right to
engage under the terms hereof in the business of manufacture and
selling nutritional products under the trade name HI-Q, as
approved by Licensor.
2. Term of license. The term of this license shall commence
from the date of this agreement and shall continue for one year
and renewable annually.
3. Initial funds to be paid. The Licensee shall pay to the
Licensor, as the initial fee, the sum of Five Thousand Dollars
($5,000) in cash payable in full upon the execution of this
agreement.
4. Recurring funds to be paid. The Licensee shall pay
quarterly to the Licensor Five Thousand Dollars ($5,000) for the
duration of the agreement. In addition, Licensee shall pay a
royalty of One Dollar ($1.00) for each bottle manufactured which
shall accrue at the time of manufacturing, and be paid monthly as
the bottles are sold.
5. Territory. The Licensor shall not, while this Agreement is
in effect, operate or grant a license to sell, market, distribute
or manufacture, the HI-Q formulations or products under the HI-Q
name, to any other entity in the United States for the length of
this agreement.
6. Product quality control. Licensor shall have the right to
approve or reject Licensees' manufacturer and formulation of the
HI-Q products and to establish quality control procedures as
deemed necessary to insure the uniformity and protect the
goodwill of the HI-Q name.
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7. Marketing Consultant. Licensor shall make available to
Licensee access to its financial newsletter, The Rufftimes, as
well as its mailing list of subscribers, current and expired, at
market rates.
8. Confidentiality. The Licensee acknowledges the confidential
nature of information and procedures which shall be made
available to it by Licensor, and neither Licensee or Licensor
will not disclose to anyone other than an authorized manufacturer
any information or formulation of the Licensor.
9. Reporting Requirements. The Licensee shall submit to the
Licensor, such financial and operating information as required by
the Licensor. The Licensor shall not release such information
without the prior written approval from the licensee.
10. Personnel. All personnel or contractors employed by the
Licensee in connection with the production and shipping of such
products shall maintain such standards of sanitation,
cleanliness, and demeanor as shall be established by the
Licensor.
11. Termination.
a. In the event of any failure by the Licensee to pay any
amounts owed to the Licensor, the Agreement may be terminated by
Licensor.
b. In the event of any failure by the Licensor to act as the
marketing consultant to the Licensee, the Agreement may be
terminated at Licensees option.
12. Complete agreement. This agreement contains the entire
agreement of the parties, and no representations, inducements,
promises, or agreements, oral or otherwise, between the parties
not embodied herein shall be of any force or effect.
13. Governing law. This agreement, and all transactions
contemplated hereby, shall be governed by, construed and enforced
in accordance with the laws of the State of Utah.
/s/ Howard Ruff
For Phoenix Ink, Licensor
/s/ Steve White
For e Nutrition, Inc., Licensee
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