PRODUCTION AND SALES AGREEMENT
Agreement made and entered into this 27 day of February, 1998, by and between Lucille Farms Inc. of
Vermont, located at Jonergin Drive, Swanton, VT. 05488 hereinafter ("Supplier") and International Ingredient
Corporation, 4240 Utah Street, St. Louis, MO. 63116 hereinafter ("Buyer") involving Buyer's facility located at
Salem County Road, Griggsville, IL. 62340.
WHEREAS, Supplier, in the ordinary and regular course of its business produces concentrated liquid whey from
which marketable dried whey can be produced; and
WHEREAS, Buyer desires Supplier to produce dried whey and sell its output thereof to Buyer, and
WHEREAS, Buyer is ready, willing and able to facilitate Supplier's production of dried whey upon the terms and
conditions of this Agreement.
NOW THEREFORE, in consideration of the premises and mutual promises and covenants of the parties it is
hereby agreed as follows:
1. Upon the execution of this Agreement, Buyer shall undertake to deliver to Supplier's facility certain roll drying
equipment ("Equipment") more particularly described in Appendix D.
2. Said roll drying equipment shall be and remain at all times the property of Buyer, and shall not be considered,
treated as or made a fixture or apart of the real property upon which Supplier's facility is located.
3. The parties shall have the duties and obligations as set forth in Appendix C to this Agreement with respect to
the installation of said roller dryers at Supplier's facility.
4. Buyer guarantees that at the time of installation said equipment shall be in good working order.
5. Supplier shall, after initial training in the operation and maintenance of dryers through start-up phase ( start-up
phase to be determined ), be solely responsible, at all times during the term of this agreement, for the operation
and use of said equipment including supplying the labor to operate and maintain equipment. Buyer shall have no
duty or obligation to train or oversee the wo