DISTRIBUTION AND LICENSING AGREEMENT
This DISTRIBUTIQN AND LICENSING AGREEMENT (the "Agreement") is made and entered into as of this
12th day of May, 1998 by and between BAYWOOD INTERNATIONAL, LTD., a Nevada corporation
("BII") and BAYWOOD NUTRITIONALS, SA., a(n) CHILOAN corporation ("BNSA").
WHEREAS: BII is a marketer of health and nutrition products and other BII-authorized products (collectively
referred to herein as "BII Products") and desires to contract with BNSA for the sales and marketing of BII
Products in Mexico, Central America and South America (the "Territory") in accordance with the terms and
provisions of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the sufficiency of which is hereby
acknowledged by each of the parties hereto, the parties hereby agree as follows:
1. TERM OF AGREEMENT. The term of this Agreement shall be in perpetuity unless agreed otherwise by both
BII and BNSA in writing within at least ninety
(90) calendar days prior to any intent not to continue this Agreement or unless either BII or BNSA is in breach of
the agreement, and such breach is not remedied or forgiven by the other party within thirty (30) calendar days
pursuant to Section 19 herein.
2. MARKETING RIGHTS. BII hereby grants, and BNSA hereby accepts, the exclusive right to sell and market
BII Products in the Territory and a first right of refusal to market all other products that Baywood introduces in
the Territory pursuant to the terms and provisions of this Agreement.
3. GENERAL OBLIGATIONS.
3.1 Distribution and Marketing Obligations. BNSA agrees to use its best efforts during the term of this
Agreement to actively promote, in all lawful ways and to the maximum extent possible, the marketing and sale of
BII Products in the Territory.
3.2 Presentation of BII Products and Image. BNSA shall present BII Products in a manner which informs such
channels properly as to the specifications, features, benefits and applications of the BII Products.