CONTRACT PACKING AGREEMENT

This Agreement made and entered into this the 22nd day of August, 2018, by and between Pacific Flavor Int. Inc. (hereinafter referred to as "Company") and Bell Food & Beverage, Inc., (hereinafter referred to as "Packer"), and or a new company to be formed and amended upon the mutual consent of all parties.

 

"RECITALS"

Packer is in the business of packaging various products and beverages.

Company sells and distributes various products into various sectors under its own brand name for Blueberry and other Fruit Products.

Packer and Company wish to provide for the terms and conditions upon which Packer will produce products for the Company.

 

"COVENANTS"

For and in consideration of the mutual covenants, conditions and provisions contained herein, the parties hereto agree as follows:

The term of the agreement will be for 5 years, and will renew in 1 year increments upon mutual agreement, and so long as the lease allows.

Packer agrees to pack for the Company as shown on Schedule 'A' (the "Products"), in accordance with written formulas and standards set by the Company and provided to Packer, which formulas and standards may be omitted or enhanced from time to time by the Company.

The packaging for the Product shall be in accordance with the pricing and payment structures as set forth in Schedule 'B.'

Packer agrees to package for the Company in various products and sizes specified in Schedule 'A', and in such quantities as may be mutually agreed upon between Company and Packer during the terms of this Agreement.

Packer will schedule production of products based on the Oregon Blueberry season. Packer further agrees to code-date products so as to make possible identification of date of production in accordance with coding system as required by Company. Packer agrees to label products as needed for shipping.

Packer and or Company will procure raw materials for the Company ’ s product as outlined in Schedule 'C'.

Company and or Packer agrees to obtain sufficient materials to accommodate normal production requirements for packing. It is understood that inventory levels of materials ordered by Packer will be specifically for Company ’ s product, and maintained at a level that will consider supplier minimum run requirements, Packer ’ s minimum run requirements, historical sales data when available and Company ’ s sales projections.

8.   Packer agrees to send samples of products at Company ’ s expense to Company at places and intervals reasonably determined by Company. Company will provide packer with its shipping labels or preferred shipping account data for mailings.

Packer agrees to allow representatives of Company to inspect its production facilities including observing the “ Process ” and “ Quality Control ” functions during normal business hours, with sufficient notice at a minimum of five (5) days, and schedule the time for inspection.

Title to all finished goods shall remain with Packer for up to 10 days. Packer shall be responsible for warehousing such inventories, which cost is included in the rates as shown in Schedule ‘ B'. Any product that is not shipped after an annual agreed upon date will begin accruing a warehousing fee specified in Schedule B.

Finished goods will be released from Packer ’ s inventory by Packer only upon specific orders from Company and shall be shipped FOB, or as agreed upon between the parties (delivered pricing can be built based on delivery zip code). Company shall provide Packer five (5) working days ’ notice of its shipping requirements.

Packer agrees to routinely keep and maintain daily production and quality control reports of Company ’ s products and to supply said reports to Company upon request.  Company shall at all reasonable times be entitled to access to the business records and reports of Packer as they relate to the production, quality control and shipment of Company's products.

This Agreement shall become and be effective immediately upon the execution of the same by the parties herein. This Agreement shall remain in full force and effect for 60 months, and renew every year by mutual agreement, unless or until terminated by either party as hereinafter provided. Either party shall have the right to terminate the Agreement upon one hundred and twenty (120) days ’ written notice of its intention to terminate. Either the Packer, or the Company, shall have ninety (90) days upon receipt of the notice, to respond with a resolution and opportunity to cure. In the event of a termination, all of the obligations of either party hereunder shall be adjusted up to and including the effective date of said termination.

Within thirty (30) days Company shall pay Packer for all unpaid invoices for finished product produced for Company, and for all unused raw materials at Packers plant ordered specifically for Company ’ s product which cannot be utilized for Packer's other products. Also within thirty (30) days, Company will arrange to assume the liability for all unused raw materials in the hands of Packer's suppliers ordered specifically for Company's product which cannot be utilized for Packer's other products. Upon receipt of payment from Company and release of liability from suppliers, as the case maybe, Packer will ship to Company, at Company ’ s expense, all finished product ingredients and raw materials in possession of Packer owned by Company. In the event of a default in the payment as provided in Schedule ‘ B', Packer shall give Company thirty (30) business days' notice, and if the default is not cured after sixty (60) days, then Packer shall have the right to sell any and all Product inventory and raw materials in Packer ’ s possession to satisfy any of Company's obligations to Packer under this Agreement.

Packer will comply with all applicable federal, state and local laws and regulations, governing the portion of the manufacturing process that the Packer performs and the materials the Packer supplies and maintain a 3 ^rd party audit (AIB).

Company will comply with all applicable federal, state and local laws and regulations governing the materials supplied by Company and the labeling and formula specifications.

17.  Packer agrees to indemnify and hold Company harmless from any loss, claim, damage, lawsuit, or expense for injury to person or property occasioned by or incident to its manufacture, bottling or preparation for delivery of Company ’ s products.  Company agrees to indemnify and hold packer harmless from any claim, loss, damage or lawsuit caused by materials supplied by Company. "Packer and Company during the term of this Agreement shall carry at their sole cost broad comprehensive liability insurance with limits of at least $1 million per occurrence to provide for the indemnification set forth in this paragraph. Each party shall furnish the other with evidence of the insurance required under this paragraph in a form of certificate issued by the insurance carrier, which certificate shall provide that there shall be no material change or cancellation of the coverage without ten (10) days' prior written notice of such change to the party to whom the certificate is addressed.

Neither party may assign transfer this Agreement or any interest therein without the prior written consent of the other.

Neither party shall be liable for any delay or failure to perform any of its obligations hereunder, which delay may be due in whole or in part to any caused or contingencies beyond said party's control, including, but not limited to, fires, accidents, acts of God, war, strikes or other labor disputes, governmental action, orders, or regulations, suppliers inventories, and any and all matters beyond said party's control.

In the event that any party hereto shall become insolvent, shall file or have filed against it a voluntary or involuntary petition pursuant to the United States Bankruptcy Act, or the institution of any proceedings by or against either party for relief under any law relating to the relief of debtors, or the making of any assignment for the benefit of creditors, or the appointment of a receiver, and such condition remains unchanged for thirty (30) days', the other party may at its option terminate this Agreement on thirty (30) days' notice to the other party.

It is expressly understood between the parties hereto, that any material or information revealed to Packer regarding the Company ’ s products or the formulae for the Company's products, and sales figures are confidential and shall be treated as such by Packer and are revealed to Packer for the sole purpose of enabling Packer to comply with its obligations under this Agreement and are not to be used for any other purpose or revealed or disclosed to any other parties, unless mutually agreed upon, or as required by SEC and regulatory reporting requirements.

Disputes; Arbitration.  If there is any dispute among the parties regarding this Agreement, the parties hereto agree to submit the resolution of the dispute to arbitration with the arbitrator to be selected by mutual agreement among the parties from a list of seven potential arbitrators provided by the American Arbitration Association with each party alternately striking names, with the last name remaining to be the arbitrator so selected. Such arbitration shall take place in Las Vegas, NV, and shall comply with the Commercial Arbitration Rules of the American Arbitration Association.  The decision in writing of the arbitrator so selected in accordance with this paragraph shall be conclusive on both parties hereto. Each party agrees that any decision rendered by such arbitrator shall be enforced by any court of competent jurisdiction over such party.

This Agreement, along with the schedules represents the entire understanding between Company and Packer, and supersedes all prior oral or written understandings on the same subject.  It may not be changed in any way unless such change is in writing and approved by both parties.

This agreement does not constitute Packer as an agent of the Company.

25.  Any notice, request or other communication given hereunder shall be deemed to have been properly given if in writing and delivered or mailed by prepaid and registered mail in the United States of America addressed:

if to Packer, to it at: 3213 Waconda Road Gervais Oregon 97026

if to Company, to it at: P.O. Box 385 Blue River, OR 97413

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and date first above.

Company Name: Pacific Flavor International Inc.

Name: Tony Casad

Title: President & CEO

Company Name: Bell Food & Beverage, Inc.

Name: Robert K. Eakle

Title: President & CEO

Schedule A: Product Build

Initial Product Hit List

Products

Blue Berries in syrup

Jams

Cherries in sryup

Sizes

32oz

24oz

64oz

8oz

12oz

Standards

Organic

Kosher

Green

3 ^rd party audit

Quantities

Batch Sizes

Schedule B: Pricing & Payment Structures

Fee schedule

Pricing Structure: Pricing is based on a per jar/case co-packing fee. Filling, processing at $0.60 per jar, ($7.20 /12pack cs) Labeling at $0.10 per jar, ($1.20/per 12 pack cs).

Other misc. items: ie: jams, large jugs, plastic pouches will be negotiated on an a per run basis.

Storage: Storage fees on new production will begin starting September 1 ^st . and accrue at a rate of $4 per pallet per month for glass, boxes, inserts. $5 per pallet per month for finished and or bright jars. There are no in and out fees and no charge for labels misc. packing materials.

Payment terms

Payment terms will be discussed annually

Labeling will be billed separately at the time of labeling and paid within 30 days

Warehousing will be billed monthly and paid within 30 days.

   Logistics, company pays for all trucking to and from the port.

 

Schedule C: Raw Materials

Pure Cane Sugar.

Fruit

Glass / Lids

Labels

Boxes

Pallets

Bell Food & Beverage Awarded $6.5 Million 5 Year Production Contract For Export Into Asia

LAS VEGAS, NV-- September 24, 2018 - Alkame Holdings, Inc. (OTC: ALKM), a publicly traded health and wellness technology holding company with a focus on patentable, innovative, and eco-friendly products is pleased to announce that its wholly owned subsidiary, Bell Food and Beverage, Inc. has been awarded a 5-year Production Commitment from Pacific Flavors International Inc., a leading international food supplier and exporter of Oregon Blueberries. We expect this to generate potentially significant revenue for the Company.

For 20 years, Pacific Flavors, Inc. has been successfully showcasing the very best of the Pacific Northwest region ’ s indigenous sustainably sourced Blueberries. Oregon Blueberries are one of natures perfect foods that are high in Potassium, Iron, and Calcium, and low in calories. Pacific Flavor has been supplying some of Asia's most prominent and largest grocery store chains through prestigious distribution networks, DELTA International Co., Ltd., and F&T Corporation.

Delta International has been working on building strong relationships with suppliers and manufacturers for 26 years, providing customers with consistent satisfaction over time. Delta International strives to develop one-on-one relationships with their packers, and under the strictest practices to ensure their clients are getting the highest quality of products from the highest quality in manufacturing. Their list of satisfied customers includes: Sejio Ishi, Kaldi coffee, Ito Yokado among others. As a member of the International Nut & Dried Fruit Council and working directly with the State of Oregon Japan Representative Office, Delta is an amazing opportunity for ALKM ’ s wholly owned subsidiary Bell Food & Beverage to showcase its talents.

F&T International is a purveyor of some of the best foods from around the world. F&T ’ s list of customers speaks for itself and the quality of its products. Established in 1987, F&T is focused on packing the freshness and taste of safe high-quality harvests from each region produced throughout the world, with standards that are second to none. F&T is continually expanding distribution, with a unique focus on new product development and manufacturing from a global perspective, especially focused on safety and non-chemical produced products, responding to the needs and demands of the increasing food safety-oriented consumers. We ’ re proud to join the list of these well respected companies and are excited to be a part of this opportunity.

Pacific Flavors represents a tremendous opportunity for the Bell Campus, which in turn showcases the campus ’ s versatility and broad spectrum of capabilities. Back in its day, the campus was one of the larger Cherry co-packing facilities in the country, and Pacific Flavors is a perfect fit for the equipment accumulated over the decades. The Campus was handling Oregon Blueberries at approximately 50,000 pounds of blueberries daily and packed at speeds up to 108 jars per minute for Pacific Flavors, equating to as many as 60 pallets per shift.

Robert K. Eakle, Alkame CEO states, "Our team did an amazing job for Pacific Flavor this year during the Blueberry harvest. We are very happy to announce that Pacific Flavors was thoroughly impressed with our output, quality, and capability, and graciously awarded Bell Food & Beverage this ongoing multi-year contract. Our program with Pacific Flavor should provide Bell with well over $1.3 million in annual gross revenue and growing, not including the additional yearly options to continue. We are very excited to be working with such a well-respected exporter, and we look forward to a long and ‘ fruitful ’ relationship together. ”

About Alkame Holdings, Inc.

Alkame Holdings, Inc. is a publicly traded health and wellness technology holding company, with a focus on patentable, innovative, and eco-friendly consumer products. The Company's wholly-owned subsidiaries market and distribute enhanced waters utilizing an exclusive patented formula and technology to create enhanced water with several unique properties. The organization is diligently building a strong foundation through the launch and acquisition of appropriate business assets, and by pursuing multiple applications to utilize its Intellectual Property by placement into several emerging business sectors, such as the growing aqua-culture industry, consumer bottled water and RTD products, household pet products, horticulture and agriculture applications, as well as many other various water treatment solutions to both new and existing business platforms.

For more information, visit  www.alkameholdingsinc.com .

Alkame Holdings, Inc. Investor Relations

Website:  www.alkameholdingsinc.com

Email:  info@alkameholdingsinc.com

Disclaimer/Safe Harbor: This news release contains forward-looking statements within the meaning of the Securities Litigation Reform Act. The statements reflect the Company's current views with respect to future events that involve risks and uncertainties. Among others, these risks include the expectation that Alkame will achieve significant sales, the failure to meet schedule or performance requirements of the Company's contracts, the Company's liquidity position, the Company's ability to obtain new contracts, the emergence of competitors with greater financial resources and the impact of competitive pricing. In the light of these uncertainties, the forward-looking events referred to in this release might not occur. These statements have not been evaluated by the Food and Drug Administration. These products are not intended to diagnose, treat, cure or prevent any disease.