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Re: None

Thursday, 08/06/2009 5:56:10 PM

Thursday, August 06, 2009 5:56:10 PM

Post# of 192567
oh well, here it is....

here is the complaint. i cut and pasted instead of posting the actual doc. if you think i added or deleted anything, your wrong. i will post the supply and distribution agreement and the licensing agreement later. i will post the actual docs for those. if you think this counter claim is bs, reserve judgement until you see the signed agreements. jared kept many things hidden from shareholders.

IN THE ALLEN SUPERIOR COURT
STATE OF INDIANA
ENZYME ENVIRONMENTAL SOLUTIONS, INC., PlaintiWCounter-Defendant,
vs.
WOW GREEN INTERNATIONAL, LLC and
OWEN STERN,
Defendants/Counter-Plaintiffs and WOW GREEN INTERNATIONAL, LLC,
Third-Party Plaintiff, vs. JARED HOCHSTEDLER,
Third-Party Defendant.
Case No. 02DOI-0906-PL-248


THIRD-PARTY COMPLAINT Third-Party Plaintiff Wow Green International LLC, by and through its attorneys, Eilbacher Fletcher, LLP, for its Third-Party Complaint against Jared Hochstedler states:
1. Third-Party PlaititiffWow Green International LLC ("Wow Green") is a Michigan limited liability company.

2. Third-Party Defendant Jared Hochstedler ("Hochstedler") is a citizen ofIndiana.

3. Jurisdiction and venue are proper in the court.
Count I -Jared Hochstedler's Breach of Contract (Supply and Distribution Agreement)

4. Third-Party Plaintiff reincorporates the allegations in the preceding paragraphs as if set forth fully herein.

5. Wow Green is a multi-level marketing company whose distributors market, sell
and distribute environmentally safe, green cleaning products for consumer and commercial uses.

6. Enzyme Environmental Solutions, Inc. ("EESO") is a manufacturer of enzymes for various applications.

7. Jared Hochstedler is the president and CEO ofEESO.

8. Wow Green, EESO and Hochstedler, on or about October 31, 2008 entered into a contract entitled Supply and Distribution Agreement. (Exhibit A)

9.Hochstedler signed the Supply Agreement as an individual and as president/CEO ofEESO.

10. In the Supply and Distribution Agreement, EESO and Hochstedler agreed to, among other things, supply to Wow Green cleaning products made with enzymes.

11.EESO and Hochstedler breached the Supply Agreement in a number of ways, including, but not limited by:

a. Purchasing enzymes from other suppliers and selling them to Wow Green without Wow Green's prior knowledge or written consent;

b. Changing original product formulas without Wow Green's prior knowledge or written consent;

c. Failing to make products to specification;

d. Failing to give Wow Green an enzyme based pricing structure by 11/30/08;

g. Substantially overcharging Wow Green for products;

h. Causing Wow Green rework charges due to EESO's poor manufacturing practices; and

1. Failing to provide to Wow Green standards for manufacturing products.

12. EESO and Hochstedler's breaches ofthe Supply and Distribution Agreement reduced the quality and efficacy ofproducts EESO supplied to WOW Green.

13. Furthermore, in Section 1O(c) ofthe Supply and Distribution Agreement, Hochstedler is specifically individually liable for these promises made to Wow Green:

a. A 6-month training program;

b. Complete information on the methods of and apparatus for manufacturing the products;

c. Standards for manufacturing the products;

d. Specifications and prints or drawings in the possession of Hochstedler and EESO for all special equipment or apparatus employed in the manufacturing methods;

e. Technical assistance and know-how relating to techniques and standards for the manufacturer, testing and distribution of the products;

f. Instructions to Wow Green's personnel;

g. Providing to Wow Green a copy of the EESO Production Manual.

14. Hochstedler failed to provide and breached each of these promises thereby damaging Wow Green.

15. As a result of EESO and Hochstedler's breaches of the Supply and Distribution Agreement, Wow Green has incurred damages and estimates the total costs to remedy EESO' and Hochstedler's breaches to be in excess of$250,000.

16. Additionally, in the Supply and Distribution Agreement, EESO and Hochstedler granted Wow Green the right to be the exclusive world-wide distributor of products using EESO
and Hochstedler's recipes to users for non-commercial purposes, regardless of medium,including through the internet, direct mail, email or telemarketing efforts.

17. Furthermore, in the Supply and Distribution Agreement, EESO and Hochstedler granted Wow Green the right to be the exclusive world-wide distributor of products using EESO and Hochstedler's recipes to users for all commercial purposes, other than industrial, agricultural, food preparation and food service businesses, regardless of medium, including through the internet, direct mail, email or telemarketing efforts.

18. Still further, in the Supply and Distribution Agreement, EESO and Hochstedler granted Wow Green the rights to be a non exclusive world-wide distributor of products using EESO and Hochstedler's recipes to users for commercial purposes in industrial, agricultural, food preparation and food service businesses.

19. On information and belief, EESO and Hochstedler have hired and or engaged persons for the purpose of selling products using EESO and Hochstedler's recipes to consumer and commercial users in violation of Wow Green's exclusive distributorship rights.

20. On information and belief, EESO and Hochstedler are selling products using EESO and Hochstedler's recipes to consumer and commercial users through its website at www.enzymeenvironmentalsolutions.comin violation of Wow Green's exclusive distributorship rights.

21. And still further, in the Supply and Distribution Agreement, EESO and Hochstedler granted Wow Green a right of first refusal to purchase EESO in the event EESO received a bona fide offer to sell it business or assets.

22. EESO and Hochstedler have issued press releases announcing at three different times the receipt of offers to purchase EESO's business or assets, and Wow Green was never provided notice of these offers in violation of the right of first refusal.

23. EESO and Hochstedler's breaches of the Supply and Distribution Agreement have caused Wow Green as of yet uncalculated lost profits, lost opportunities, a diminution of the public's perception of Wow Green, and injury to Wow Green's goodwill.

WHEREFORE, Third-Party Plaintiff Wow Green International LLC respectfully requests this Honorable Court to enter a judgment in its favor and against Jared Hochstedler and to award to it costs and attorney fees.

Count II -Jared Hochstedler's Breach of Contract (License Agreement)

24. Third-Party Plaintiff reincorporates the allegations in the preceding paragraphs as if set forth fully herein.

25. On or about October 31, 2008, Wow Green and Hochstedler entered into a License Agreement. (Exhibit B)

26. The License Agreement was signed by Jared Hochstedler, individually.

27. Under the License Agreement, Hochstedler represented that he owned, and then granted Wow Green the right to use, his proprietary enzyme formulas and recipes and the confidential and proprietary information necessary to formulate and manufacture cleaning products using enzymes.

28. Under the License Agreement, Hochstedler also agreed to, among other things, provide Wow Green with:

a. A 6-month training program;

b. Complete information on the methods of and apparatus for manufacturing the products;

c. Standards for manufacturing the products;

d. Specifications and prints or drawings in the possession of Hochstedler and EESO for all special equipment or apparatus employed in the manufacturing methods;

e. Technical assistance and know-how relating to techniques and standards for the manufacture, testing and distribution of the products;

f. Instructions to Wow Green's personnel;

g. A copy of the EESO Production Manual.

29. Hochstedler breached all of the duties set forth above in paragraph 28 above.

30. Hochstedler also promised to indemnify Wow Green and its members and officers for any breach of the License Agreement.

31. As a result of Hochstedler's breaches of the License Agreement, Wow Green has incurred damages and estimates the total costs to remedy Hochstedler's breaches to be in excess of $250,000.

32. Additionally, Hochstedler's breaches of the License Agreement have caused Wow Green as of yet uncalculated lost profits, lost opportunities, a diminution of the public's perception of Wow Green, and injury to Wow Green's goodwill.
WHEREFORE, Third-Party Plaintiff Wow Green International, LLC respectfully requests this Honorable Court to enter a judgment in its favor and against Jared Hochstedler and to award to it costs and attorney fees.

Count III -Jared Hochstedler's Obligation to Indemnify Wow Green International LLC and Others

33. Third-Party Plaintiff reincorporates the allegations in the preceding paragraphs as if set forth fully herein.

34. Under Section 13 of the Supply and Distribution Agreement, Hochstedler agreed that he individually is liable to indemnify Wow Green, and its members and officers, among others, for any loss (including, among other things, consequential damages, lost business opportunities, and reasonable attorneys fees) incurred by Wow Green as a result ofEESO's breach of any covenant in the Supply and Distribution Agreement.

35. Under Section 11 of the License Agreement, Hochstedler agreed that he individually is liable to indemnify Wow Green, and its members and officers, among others, for any loss (including, among other things, consequential damages, lost business opportunities, and reasonable attorneys fees) incurred by Wow Green as a result ofEESO's breach of any covenant in the License Agreement.

36. The Supply and Distribution Agreement has been breached by EESO and Hochstedler resulting in damages and losses to Wow Green, and its members, officers, directors and representatives for lost business oppOltunities, consequential damages, expenses, reasonable attorney fees and other costs.

37. The License Agreement has been breached by Hochstedler resulting in damages and losses to Wow Green, and its members, officers, directors and representatives for lost business opportunities, consequential damages, expenses, reasonable attorney fees and other costs.

WHEREFORE, Third-Party Plaintiff Wow Green International, LLC respectfully requests this Honorable Court to enter a judgment in its favor and against Jared Hochstedler and to award to it costs and attorney fees.

Respectfully submitted,
EILBACHER FLETCHER, LLP
Ja
David E. Bailey #21527-02 803 S. Calhoun Street, Suite 400 Fort Wayne, Indiana 46802 Telephone: (260) 425-9777
ATTORNEYS FOR DEFENDANTS
CERTIFICATE OF SERVICE
The undersigned hereby certifies that on the 14th day of July, 2009, he mailed a true and correct copy of the above and foregoing upon:
Daniel D. Bobilya
127 W. Berry Street, Suite 300
Fort Wayne, IN 46802
David E. Bailey