10.44 Agreement with Metzler Design Brillenvertrieb GmbH, dated February 6, 2000
This Agreement is made and entered into as of the 6th day of February, 2000 by and between Metzler Design
Brillenvertrieb GmbH ("Metzler Design"), and XDOGS.COM, Inc., a Nevada corporation ("XDOGS"),
WHEREAS, Metzler Design produces and sells eyewear under the Lumen trademark;
WHEREAS, Metzler Design desires to grant the right to distribute Lumen(TM) products in North America to
NOW, THEREFORE, in consideration of the representations, warranties, covenants and mutual promises set
forth in this Agreement, the parties agree as follows:
"BASE PRICE" shall mean Metzler Design's cost of manufacturing the Products plus the cost of shipping
Products to XDOGS. Metzler Design's price list for Products is attached to this Agreement as Exhibit A.
"Net Sales" shall mean the gross sales of XDOGS to its customers, less (i) quantity discounts to the extent
customarily granted by the industry, (ii) customer returns actually credited during the applicable period, and (iii)
any value added or similar tax.
"Products" shall mean and include all Lumen(TM) Eyeware products.
"Resellers" shall mean all wholesale and retail outlets, one stops, rack jobbers, military, wholesale clubs, and sales
to subdistributors and any other third parties that would customarily purchase through a distributor.
"TERRITORY" shall mean Canada, Mexico, the United States and the Caribbean basin.
I. APPOINTMENT AND SCOPE.
1.1. _T=. This Agreement will be effective as of 1999 (the "Effective Date") and terminate five (5) years from the
Effective Date (the "Initial Term"). Any party may terminate this Agreement effective at the expiration of the Initial
Term or any extension thereof by giving the other party ninety (90) days' prior written notice. If such notice of
termination is not given, the term of this Agreement shall be automatically extended thereafter for additional one
(1) year terms unless