Contract Manufacturing Agreements

Exhibit 10.18


CONTRACT MANUFACTURING AGREEMENTS
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Attached is the Contract Manufacturing Agreement dated March 9, 1994 between the Company and American Western. Substantially identical agreements were entered into with Poly-Tech and Rhino-X on the same date.


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CONTRACT MANUFACTURING AGREEMENT
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This Agreement effective as of January 1, 1994, between Carlisle Plastics, Inc., a Delaware corporation, with offices at One Union Street, Boston, Massachusetts 02108 (hereinafter referred to as "Customer"), and American Western Corporation, a Delaware Corporation, with offices at 1401 West 94th Street, Minneapolis, MN 55431 (hereinafter referred to as "Manufacturer").


WHEREAS, Customer wishes to market a product using Raw Materials; and


WHEREAS, Customer wishes to purchase the Raw Materials and to have Manufacturer process them for use in products Customer intends to market; and


WHEREAS, Manufacturer possesses the technology to process the Raw Materials in accordance with Customer's requirements; and


WHEREAS, Customer wishes to have Manufacturer serve as its agent to procure and process the Raw Materials.


NOW, THEREFORE, in consideration of the mutual agreements, promises and covenants herein contained, the parties hereby agree as follows:


SECTION 1 Agency - - ----------------


Customer hereby appoints Manufacturer as Customer's Agent to purchase,
process and ship Inventory in accordance with Customer's requirements and
the terms hereof. Title to all Raw Materials purchased by Manufacturer
and work-in- -process and Products manufactured from the Raw Materials and
all accounts receivable and proceeds thereof shall be vested solely in
Customer.


SECTION 2 Definitions - - ---------------------


a. "Inventory" - all Raw Materials and all work-in-process and Products
manufactured from Raw Materials.


b. "Laws" - all applicable federal, state and local laws, statutes,
ordinances, rules, regulations, guidelines, codes and orders.


c. "Nonconformity" - Product which does not comply with the requirements
of Customer.


d. "Plant" - the manufacturing and processing facilities where
Manufacturer's services will be provided, owned or leased by
Manufacturer.


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e. "Product" - finished goods consisting of plastic film products
manufactured from the Raw Materials and marketed and sold by
Customer.


f. "Raw Materials" - all plastic resins, compounds and other raw
materials purchased by Manufacturer, as agent for and at the
direction of, Customer for manufacture of the Products.


g. "Technical Information" - all formulae, manufacturing processes and
know- how, quality control data, test data and all other scientific
and/or technical data and information ("data") relating to the
Product or which may hereafter be developed by Customer in connection
with the Product and conveyed to Manufacturer other than such data
known to Manufacturer prior to the date of this Agreement or
hereafter developed by Manufacturer in its own business.


SECTION 3 Term - - --------------


The term of this Agreement shall commence effective January 1, 1994 and
shall expire on February 28, 1997 ("initial term") and thereafter, the
term shall be automatically renewed from year to year, provided that
either party may terminate this Agreement any time after the initial term
upon thirty (30) days prior written notice to the other party.


SECTION 4 Performance - - ---------------------


a. PRODUCT. Manufacturer agrees to purchase as Customer's agent,
receive, schedule and store Raw Materials, in quantities and at
prices agreed to by Customer and to process the Raw Materials for
Customer and ship Product to locations specified by Customer from
time to time in accordance with the terms hereof.


b. REQUIREMENTS. All Product processed by Manufacturer shall be in
accordance with and subject to Customer specifications, forecasts,
production schedules and demand schedules, mutually agreed upon by
Customer and Manufacturer and all Laws. Customer shall not incur any
cost in respect of any Product which is rejected for failure to meet
mutually agreed upon specifications.


In the event Manufacturer is unable to comply with Customer's
requirements and such inability is not caused by the unavailability
of Raw Materials required by Customer or by a force majeure under
Section 22, Manufacturer shall take such additional steps as
required, including without limitation, system modifications and
additions, to produce Product in accordance with Customer's
requirements.


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c. MANUFACTURER'S EQUIPMENT. Manufacturer, at its cost, shall provide
such equipment as required to produce, package and ship Product in
accordance with the terms hereof and shall maintain said equipment in
good, safe operating condition and repair.


SECTION 5 Customer's Interests - - ------------------------------


a. Manufacturer agrees to execute and deliver to Customer UCC financing
statements evidencing that title to the Inventory is held by Customer
and that the Inventory is held on consignment by Manufacturer. If
Manufacturer has in its possession inventory owned by Manufacturer or
by persons other than Customer, Manufacturer shall segregate the
Inventory owned by Customer and post appropriate notices indicting
Customer's ownership of the Inventory. Manufacturer shall not cause
or permit any lien or security interests (other than liens or
security interests granted by Customer) to attach to any of the
Inventory. In furtherance of the foregoing, Manufacturer will not
execute or deliver any financing statement designating the Inventory
as collateral, except for an informational consignment filing in
favor of the Customer. All purchase orders for Raw Materials issued
by Manufacturer shall specify that the same are purchased by
Manufacturer as agent for Customer, and, unless otherwise mutually
agreed, the suppliers of such Raw Materials shall be paid directly by
Customer.


b. Manufacturer shall ship Products only to Customer or purchasers
designated by Customer ("Ultimate Purchasers"). Manufacturer shall
have no interest in or claim against any account receivable of
Customer arising from the sale of any Product. All invoices for
payments arising from sales of Product shall be issued by Customer
only and shall direct that all payments are to be made only to
lockboxes in the name of Customer or its designee. If any Ultimate
Purchaser delivers any payment to Manufacturer with respect to any
Product, Manufacturer shall, within one business day after receipt
thereof, transfer such payment to Customer; Manufacturer waives any
right of offset it may have with respect to any amounts from time to
time owing by Customer to Manufacturer hereunder. Manufacturer
agrees that Manufacturer shall look solely to Customer for any
amounts from time to time owing hereunder and shall be a general
unsecured creditor of Customer.


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c. Manufacturer shall maintain its books and records and prepare and
file all tax returns required to be filed by it in a manner
consistent with the terms of this Agreement and reflecting that all
of the Inventory and accounts receivable arising from the sale
thereof are the property of Customer.


SECTION 6 Product Quality - - -------------------------


a. PRODUCT. Without limiting its representations and warranties herein,
Manufacturer shall sample and test the Product in accordance with
Customer's request. Manufacturer shall also sample, test and
segregate for testing by Customer such quantities of Product and
materials as Customer may from time to time request and Manufacturer
shall, at Customer's expense, ship such ...