International Distribution Agreement (2002)Full Document 

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and entered into as of this 25th day of February, 2000, by and between:

         MECAR S.A., a corporation organized and existing under the laws of
Belgium, with its registered office at Rue Grinfaux, 50, 7181 Petit
Roeulx-lez-Nivelles, Belgium ("Supplier"); and

         MECAR, LTD. , a corporation organized and existing under the laws
of the Kingdom of Bahrain, with its registered office at P.O. Box 140 14th
Floor, The Tower Sheraton Commercial Complex, Manama, Bahrain ("Distributor").

         WHEREAS, Supplier is engaged in the design, development, manufacture,
marketing, and sale of medium and large caliber ammunition for land-based weapon
systems and of other defense products;

         WHEREAS, Distributor is engaged in the marketing and sale of
ammunition, systems, and other defense products to the governments of certain
countries; and

         WHEREAS, Supplier and Distributor desire that Distributor be authorized
to act as an independent distributor of the Products (as hereinafter defined)
subject to the terms and conditions set forth below;

         NOW, THEREFORE, in consideration of the foregoing and the balance of
the provisions of this Agreement, Supplier and Distributor agree as follows:

                             ARTICLE I - DEFINITIONS

         1.1. Definitions. Except as otherwise specified or as the context may
otherwise require, the following terms have the meaning indicated below for all
purposes of this Agreement and the definitions of such terms are equally
applicable in the singular and plural forms.

              (a) Affiliate. The term "Affiliate" means any company or other
entity that is, directly or indirectly, owned or controlled by either party to
this Agreement or any company, other company, other entity, or person that,
directly or indirectly, owns or controls either party to this Agreement.

              (b) Products. The term "Products" means the products and services
of Supplier that are specified on the Product List set forth in APPENDIX A to
this Agreement.


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              (c) Territory. The term "Territory" means those countries
specified in APPENDIX B to this Agreement.

              (d) Customer. The term "Customer" means any government of a
country, or any political subdivision thereof, within the Territory, including
any ministry, department, agency or instrumentality thereof, or any person or
entity purchasing the Products for use by a Customer within the Territory.

              (e) Trademarks. The term "Trademarks" means Supplier's trademarks,
trade names, service marks or any similar name or any combination thereof, or
any other trademarks, trade names, or service marks owned or claimed by Supplier
or its Affiliates.

                              ARTICLE II - APPOINTMENT

         2.1 Appointment. Supplier hereby appoints Distributor as its exclusive
authorized distributor in the Territory for the sale of Products to Customers,
and Distributor hereby accepts this appointment. Supplier will not appoint
another authorized distributor in the Territory for the sale of Products to
Customers during the term of this Agreement, and Distributor will not sell in
the Territory any products competitive with the Products during the term of this
Agreement without Supplier's prior written consent.

         2.2 Limitations. Distributor agrees that it shall not, directly or
indirectly, market, promote or sell the Products or offer to sell Products
outside of the Territory without Supplier's prior written consent. Distributor
agrees that it will, without compensation, refer to Supplier all inquiries
concerning the Products and received by Distributor from persons or entities
located outside the Territory.

         2.3 Independent Contractor. Distributor shall conduct its business in
the purchase and resale of Products as a principal for its own account and at
its own expense and risk. This Agreement does not in any way create the
relationship of principal and agent, employer and employee, partners, joint
ventures or any similar relationship between the parties. Distributor neither
has nor shall have the power, right or authority to bind Supplier or to assume
or create any obligation or responsibility, express or implied, on behalf of
Supplier or in Supplier's name, and Distributor shall not hold itself out to
others as having such power, right or authority. Distributor has no authority to

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