AN AGREEMENT made the day of Two Thousand and BETWEEN JOHN

ALEXANDER SMITH of 14 Liverpool Crescent in the city of New York (hereinafter called

the ‘Manufacturer’ which expression shall where the context admits include the

Manufacturer’s executors and administrators and assigns) of the one part called PETTER

LOINEL BROWN of 13 Eureka Crescent in the City of New York (hereinafter called the

Agent’s executors and administrators and assigns or successors in the business as the case

may be) of the other part -------------------------------------------------------------------

WHEREBY IT MUSTUALLY AGREED as

followed------------------------------------------------------------------------

1. The Manufacturer grants to the Agent consideration of the payment by the Agent of a

non-returnable AGRENCY FEE of ten Thousand dollars (the receipt whereof the

-------------------- Manufacturer hereby acknowledgement) the sole and exclusive right to

sell in the --------------------------- CARIBBEAN ONLY all items if sugar confectionery

ordered for resale from the --------------------------- Manufacturer by the agent on the

following -----------------------------------------------------

a) The Manufacturer shall have the right to state the retail selling price of each separate

—Item of confectionery

b) The agent shall be entitled to an allowance of forty per cent off the retail selling price

of all confectionery ordered and invoice and paid for under the terms of this

--------------------- Agreement

-------------------------------------------------------------------------------------------------------

----------------
2. The Agent hereby agree that this agreement shall take effect immediately and that in the

event of the aggregate total net value of all goods ordered and invoiced and paid for under

terms of this Agreement falling below One Hundred Thousand Dollars in any one

calendar year then this AGREEMENT may be terminated by the Manufacturer giving six

months of written notice of termination by the Manufacturer of the aforesaid

right--------------------------------------------------

IN WITNESS whereof the parties hereto have hereunto set their hands the day and year first

hereinbefore written----------------------------------------------------------------------------------------

)
SIGNED by the said )
)
)
JOHN ALEXANDER SMITH ) ……………………………………………………………………………………………………………
)
)
In the presence of )
)
)
)
)
SIGNED by the said )
)
) …..…………………………………………………………………………………………………………
PETER LOINEL BURTON )
)
)
In the presence of )