VITAL PRODUCTS, INC.
On this 27th day of May, 2005 (the "Effective Date"), Vital Products,
Inc. (as Grantor) hereby transfers, conveys and assigns to Amy Trombly (as
the "Trustee") the shares of common stock of Vital Products, Inc., to be held
in trust for the Beneficiaries and upon the uses and purposes hereinafter set
forth. The trust shall hereafter be known as THE VITAL PRODUCTS, INC. TRUST.
W I T N E S S E T H:
WHEREAS the Grantor is desirous of creating a trust for the purposes and upon
the terms hereinafter set forth;
WHEREAS the Grantor hereby transfers and delivers unto the Trustee 1,000,000
shares of Vital Products, Inc. common stock; and
WHEREAS the Trustee is willing to serve as trustee and hold and administer
such stock in trust, pursuant to the terms and conditions of this Agreement.
NOW THEREFORE, the parties agree as follows:
1.1. Definitions. Whenever used in this Agreement, the following terms shall
have the following respective meanings:
(a) "Agreement" means this agreement and all amendments made hereto
and thereto by written agreement between the parties;
(b) "Beneficiaries" means the person or entities to receive the
Distributions set forth in this Agreement;
(c) "Distribution" means the distribution of the Trust Corpus to
(d) "Shares" shall mean all shares of common stock of Vital
(e) "Stock Certificate" shall refer to the stock certificate
evidencing the existence of the Vital Products, Inc. common stock.
(f) "Trust" shall mean the Vital Products, Inc. Trust;
(g) "Trust Corpus" shall mean the trust property which consists
solely of the Shares to be described to the Beneficiaries under
the terms of this Agreement
1.2. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the Trust and supersedes all
prior agreements, understandings, negotiations and discussions, whether
oral or written, of the parties. There are no warranties,
representations and other agreements made by the parties in connection
with the subject matter hereof except as set forth in this Agreement.
1.3. Headings. The division of this Agreement into articles, sections,
subsections and paragraphs and the insertion of headings are for
convenience of reference only and shall not affect the construction
or interpretation of this Agreement.
1.4. Law Governing this Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of
Massachusetts without regard to principles of conflicts of laws.
1.5. Arbitration of Disputes. Any controversy, claim or dispute between the
Grantor or Beneficiaries and the Trustee arising out of or related to
this Agreement or the breach hereof, which cannot be resolved by mutual
agreement, shall be submitted for binding arbitration in accordance with
the provisions contained herein and in accordance with the commercial
arbitration rules of the American Arbitration Association ("Rules");
provided, however, that notwithstanding any provisions of such Rules,
the parties shall have the right to take depositions and obtain
discovery in accordance with the Civil Practice Law and Rules of the