the Commission pursuant to Rule 406 under the Securities Act of 1933.  Such

portions are marked by a series of asterisks.



                             PRODUCTION AGREEMENT





     This agreement including the Exhibits attached hereto (this "Agreement"),

dated June 9, 1998, is between



     Koninklijke Utermohlen N.V., a limited liability company organized under

the laws of the Netherlands, with its registered office at Wolvega, the

Netherlands ("Seller")



and



     STC Technologies, Inc., a limited liability company organized under the

laws of the State of Delaware, with its registered offices at Bethlehem,

Pennsylvania 18018, the United States of America ("Purchaser");



WHEREAS:



     The Seller carries on the business of the production, sale and distribution

of a cryogenic product for the treatment of warts, marketed and sold under the

name and trademark Histofreezer (the "Histofreezer Business");



     Pursuant to an agreement (the "Asset Purchase Agreement") the same date as

this Agreement, the Purchaser has purchased and accepted, and the Seller has

sold and transferred to the Purchaser certain assets belonging to the

Histofreezer Business.  A copy of the Asset Purchase Agreement is attached

hereto as Exhibit A;



     The Purchaser and the Seller wish to enter into a separate agreement, set

out below, to govern the production by the Seller, for the Purchaser, of

products for the Histofreezer Business;



NOW, THEREFORE, the parties here to agree as follows:



                            ARTICLE 1 - DEFINITIONS



In this Agreement, the following expressions have, except where the context

otherwise requires, the following meanings:



Confidential Information.  The term "Confidential Information" shall mean

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

customer lists, customer details, prices, designs, all data, research, know how,

recipes, ingredients, formulae, processes, sketches, specifications, samples,

reports, studies, findings, inventions and ideas relating the Products.

<PAGE>



Copyrights.  The term "Copyrights" shall mean all copyrights related to the

----------

Products and the Histofreezer Business.



Cost.  The term "Cost" shall mean the direct cost to the Seller excluding any

----

and all indirect costs such as, including but without limitation operating

costs.



Intellectual Property Rights.  The term "Intellectual Property Rights" shall

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

mean the Patents, the Trademarks, the Copyrights and the know-how related to the

Products and the Histofreezer Business.



Materials.  The term "Materials" shall mean all relevant packaging and raw

---------

materials necessary and/or desirable for the manufacture of the Products by the

Seller.



New Product.  The term "New Product" shall mean a Product which has been changed

-----------

by an amendment to Specifications recommended by the Purchaser and any product

which is not a Product.



Patents.  The term "Patents" shall mean the Patents as defined in the Asset

-------

Purchase Agreement.



Products.  The term "Products" shall mean the products (together with their

--------

relevant packaging) set out in the price list attached as Exhibit 1 hereto and

produced in accordance with the Specifications.



Specifications.  The term "Specifications" shall mean the specifications

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

previously used by Apco B.V.; current ISO 9002/46002 standards; CE Standards;

the specifications comprised in Exhibit 3.1 of this Agreement or otherwise

comprised in this Agreement; all relevant laws; all relevant regulations; all

relevant directives; best manufacturing practice and procedures; principles of

good workmanship; acknowledged standards together with specific (but reasonable)

instructions of the Purchaser in the relevant written order for any Product(s).



Trademarks.  The term "Trademark" shall mean the Trademark as defined in the

----------

Asset Purchase Agreement.



Working Day.  The term "Working Day" shall mean a normal working day of the

-----------

Seller.



                   ARTICLE 2 - PRODUCTION, ORDERS, PACKAGING



          2.1. The Purchaser appoints the Seller to be its exclusive

manufacturer of the Products on a worldwide basis for the duration of this

Agreement and the Seller shall exclusively produce and the Purchaser will

purchase Products in accordance with the provisions of this Agreement.



          2.2. In the first week of each calendar month the Purchaser will

provide the Seller with a production schedule (the "Production Schedule")

setting out the Purchaser's anticipated requirements for the production of

Products by the Seller for the next two (2) calendar months.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC