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    INVOICE: TDCJ/ID                                            PO Number: 7-000005
             ACCOUNTS PAYABLE                                  Req Number: 696-7-85245-D
             P O BOX 4018                                         PO Date: 09/01/06
             HUNTSVILLE TX 77342-4018                             Expires: 08/31/12
                                                                                   
                                                                 VID: 1-22-271-6814
DESTINATION: SEE BELOW OR ATTACHED                               VILLAGE DISTRIBUTORS
             DISTRIBUTION LIST                                   P. O. BOX 2069
             AUSTIN TX 78701                                     LAKEWOOD NJ 08701-2069
                                                                                       
                                                                                       
     FOR INVOICING AND DELIVERY AFTER SEPTEMBER 1.
                                                  
     PLEASE SUBMIT BID IN DUPLICATE
                                   
     TBPC PURCHASER NAME: DEE DORSEY
     PHONE NUMBER: 512-475-2459
     EMAIL: DEE.DORSEY@TBPC.STATE.TX.US
                                       
     AGENCY POINT OF CONTACT

     NAME:  CARRIE RINGO, CTP
     PHONE: 936-437-7057
     FAX:   936-437-7099
     EMAIL: CARRIE.RINGO@TDCJ.STATE.TX.US
                                         
     IN COMPLIANCE WITH THE PROVISIONS OF TEXAS
     GOVERNMENT CODE, TITLE 10, SUBTITLE D, SECTION
     2155.074, SECTION 2155.075, SECTION 2156.007,
     SECTION 2157.003 AND SECTION 2157.125, AND TEXAS
     ADMINISTRATIVE CODE, TITLE 1, CHAPTER 113.6,
     INFORMATION OBTAINED FROM THE TEXAS BUILDING AND
     PROCUREMENT COMMISSION'S VENDOR PERFORMANCE
     TRACKING SYSTEM
     (WWWW.TBPC.STATE.TX.US/STPURCH/VENVPTS.HTML)
     MAY BE USED IN EVALUATING RESPONSES TO
     SOLICITATIONS FOR GOODS AND SERVICES TO DETERMINE
     THE BEST VALUE FOR THE STATE.
                                  
     THIS IS A BLANKET PURCHASE ORDER FOR THE PURCHASE
     OF DENTURE ADHESIVE. ITEM(S) INTENDED USE IS FOR
     RESALE IN TDCJ COMMISSARY FACILITIES WITHIN
     PRISON UNITS STATEWIDE.

     PERIOD COVERED IS FROM SEPTEMBER 1, 2006 THRU
     AUGUST 31, 2007.  THE BLANKET PURCHASE ORDER MAY
     BE RENEWED FOR FIVE ADDITIONAL ONE YEAR PERIODS
     AT THE EXCLUSIVE OPTION OF THE STATE WITH BOTH
     PARTIES AGREEING TO RENEW IN WRITING PRIOR TO
     AUGUST 31 OF THE CURRENT TERM.   TDCJ CONTRACTS
     AND PROCUREMENT DEPARTMENT NORMALLY WILL REQUEST
     TO RENEW A CONTRACT A MINIMUM OF TWO MONTHS PRIOR
     TO THE END OF THE CURRENT BLANKET PURCHASE TERM.
     IF RENEWED, EACH RENEWAL YEAR WILL EXPIRE ON
     AUGUST 31.  RENEWALS ARE SUBJECT TO THE SAME
     TERMS AND CONDITIONS AS THE ORIGINAL BLANKET
     PURCHASE ORDER, AND ANY CHANGES ISSUED THEREOF.
                                                    
     RENEWAL PERIODS WOULD BE AS FOLLOWS:

     1ST RENEWAL:
     SEPTEMBER 1, 2007 THRU AUGUST 31, 2008

     2ND RENEWAL:
     SEPTEMBER 1, 2008 THRU AUGUST 31, 2009

     3RD RENEWAL:
     SEPTEMBER 1, 2009 THRU AUGUST 31, 2010

     4TH RENEWAL:
     SEPTEMBER 1, 2010 THRU AUGUST 31, 2011

     5TH RENEWAL:
     SEPTEMBER 1, 2011 THRU AUGUST 31, 2012
                                           
     PRICE INCREASES OR DECREASES MAY BE ALLOWED ON
     RENEWAL YEARS.  ANY PRICE CHANGE WILL BE
     EVALUATED AGAINST THE PRODUCER PRICE INDEX (PPI)
     AND/OR A MARKET SURVEY CONDUCTED BY TDCJ.  THE
     PPI THAT WILL BE USED IS WPU0675.
     BASELINES FOR PPI WILL BE THE INDEX ANNOUNCED FOR
     THE MONTH IN WHICH THE BID WAS OPENED.
                                           
     GENERAL REQUIREMENTS
                         
     DELIVERY PREFERRED WITHIN 21 CALENDAR DAYS
     FROM ANY BLANKET PURCHASE ORDER RELEASE.

     TRUCK LOAD AND/OR PALLET QUANTITIES ARE NOT
     GUARANTEED.  IN CASES WHERE PALLET QUANTITIES ARE
     ORDERED, ALL PRODUCTS ARE TO BE SHIPPED AND
     SECURED ON A STANDARD 4-WAY WOODEN PALLET
     (40"X48").  PALLETS WILL NOT BE EXCHANGED.

     ORDERS WILL BE BASED ON WAREHOUSE QUANTITIES AND
     USAGE.
           
     QUANTITIES LISTED ARE ESTIMATED FOR EVALUATION
     PURPOSES ONLY AND  SHOULD NOT BE CONSTRUED AS A
     MINIMUM OR MAXIMUM THAT THE AGENCY MUST ORDER.

     QUANTITIES ARE ESTIMATES BASED UPON PREVIOUS AND
     PROJECTED USAGE FOR A ONE-YEAR PERIOD.  ORDERS
     WILL BE PLACED ON AN "AS NEEDED BASIS".

     ANY QUANTITIES NOT ORDERED OR DELIVERED BY AUGUST
     31 OF EACH CONTRACT YEAR WILL AUTOMATICALLY BE
     CANCELLED.

     THE STATE RESERVES THE RIGHT TO CANCEL THIS
     CONTRACT, WITHOUT CAUSE, WITH A THIRTY (30) DAY
     WRITTEN NOTICE TO VENDOR.

     THE STATE SHALL NOT BE RESPONSIBLE FOR ANY
     REMAINING INVENTORY THAT A VENDOR MAY HAVE AT
     THE CONTRACT TERMINATION.

     DURING THE TERM OF THIS CONTRACT, WITH WRITTEN
     NOTIFICATION TO THE VENDOR, THE TDCJ RESERVES THE
     RIGHT TO CANCEL ANY ITEM(S), AND/OR INCREASE OR
     DECREASE THE QUANTITY OF ANY ITEM(S).

     NO QUANTITIES OF ANY ITEMS ARE ORDERED BY THE
     EXECUTION OF THE BLANKET PURCHASE ORDER.  VENDOR
     SHALL HAVE NO OBLIGATION TO PROVIDE ITEM(S)
     COVERED BY A BLANKET PURCHASE ORDER UNLESS AND
     UNTIL AN INDIVIDUAL RELEASE IS ISSUED BY TDCJ
     INDICATING QUANTITY OF ITEM(S) ORDERED AND
     DELIVERY REQUIREMENTS.

     TDCJ, WITHOUT INVALIDATING THE BLANKET PURCHASE
     ORDER, MAY ORDER CHANGES WITHIN THE GENERAL SCOPE
     OF THE BLANKET PURCHASE ORDER CONSISTING OF
     DELETIONS, EXTENSIONS, ADDITIONAL FLAVORS OR
     OTHER REVISIONS.  ALL SUCH CHANGES WILL BE
     AUTHORIZED BY A PURCHASE ORDER CHANGE NOTICE
     EXECUTED BY A TDCJ AUTHORIZED PURCHASER.
                                             
     SAMPLE INFORMATION:

     EACH BIDDER SHALL SUBMIT ONE (1) SAMPLE PACKAGE
     OF THE EXACT ITEM THEY ARE BIDDING TO BE
     CONSIDERED FOR AWARD.  THIS SAMPLE MUST BE
     SUBMITTED PRIOR TO THE REVERSE AUCTION EVENT.

     SUBMIT SAMPLE TO:
     CONTRACTS AND PROCUREMENT DEPARTMENT
     ATTN: CARRIE RINGO
     TWO FINANCIAL PLAZA, SUITE 525
     HUNTSVILLE TX 77340

     SAMPLES MAY BE EVALUATED BY A PANEL FOR
     ACCEPTABILITY.

     SAMPLES MUST BE PACKAGED EXACTLY AS THEY WILL BE
     SOLD TO THE AGENCY.  IF UPC BAR CODES AND/OR
     INGREDIENTS STATEMENT ARE NOT AVAILABLE, BIDDER
     MUST CERTIFY IN WRITING (LETTER) THAT ITEMS WILL
     BE UPC BAR CODED INDIVIDUALLY AND BY CASE AND/OR
     CONTAIN INDIVIDUAL INGREDIENT STATEMENT.  SAID
     LETTER MAY EITHER ACCOMPANY SAMPLE OR BE
     SUBMITTED PRIOR TO BID OPENING DATE AND TIME
     PROVIDING IT IS PROPERLY IDENTIFIED.  SAMPLES
     WILL BE CONSUMED/DISPOSED OF DURING EVALUATION
     AND WILL NOT BE RETURNED TO THE BIDDER.

     THE SAMPLE(S) MUST CONFORM TO THE ITEM
     SPECIFICATION OF THIS SOLICITATION. A SAMPLE NOT
     CONFORMING TO THE SPECIFICATION OF THIS
     SOLICITATION SHALL DISQUALIFY THE BID FOR THAT
     LINE ITEM.  IF AWARDED, THE ITEM SHIPPED FOR THE
     DURATION OF THE CONTRACT MUST BE THE SAME AS THE
     SAMPLE PROVIDED.  IF THE QUALITY OF THE DELIVERED
     ITEM VARIES FROM THE SAMPLE PROVIDED, TDCJ
     RESERVES THE RIGHT TO CANCEL AND RE-AWARD OR
     RE-ADVERTISE THE ITEM.  ANY ADDITIONAL COST,
     INCLUDING HANDLING, MAY BE CHARGED TO THE
     DEFAULTING VENDOR.

     SAMPLES SHALL BE PROPERLY LABELED TO INCLUDE THE
     INVITATION FOR BID NUMBER, LINE ITEM NUMBER,
     BRAND NAME, INGREDIENT STATEMENT, ANY UNIQUE
     PRODUCT CODE NUMBER (UPC BAR CODE) IF AVAILABLE,
     AND BIDDER'S NAME.  SAMPLES SUBMITTED BY
     MANUFACTURERS ON BEHALF OF BIDDERS SHALL BE
     IDENTIFIED AS STATED ABOVE.  ONLY SAMPLES
     ADEQUATELY IDENTIFIED, AS DETERMINED BY TDCJ,
     WILL BE CONSIDERED FOR EVALUATION.
                                       
     DAMAGES:

     DAMAGE ASSESSMENTS MUST BE PAID WITH A CREDIT OR
     CHECK. REIMBURSEMENT TO THE TEXAS DEPARTMENT OF
     CRIMINAL JUSTICE. MAIL TO:

     TDCJ COMMISSARY WAREHOUSE
     1621 HIGHWAY 75 NORTH
     HUNTSVILLE, TEXAS 77320
     ATTN: PROGRAM ADMINISTRATOR V - WAREHOUSE MANAGER
                                                      
     RELEASES SHALL BE ISSUED BY THE TDCJ AUTHORIZED
     PERSONNEL REFERENCING A BLANKET PURCHASE ORDER
     RELEASE NUMBER.

     AUTHORIZED PERSONNEL WILL PLACE ORDERS BY
     TELEPHONE, E-MAIL, FAX, OR VIA MAIL SERVICE.
     TDCJ AUTHORIZED PERSONNEL:
     JIM WEBER, DIANN TRCALEK, B. K. WOODSON,
     ALAN FRY, CINDY LAMBRIGHT,
     AT (936) 437-4000.

     DELIVERIES SHALL BE BY APPOINTMENT ONLY,
     NOTIFYING THE TDCJ "AUTHORIZED PERSONNEL" AT
     LEAST 24 HOURS PRIOR TO VENDOR'S INTENT TO
     DELIVER.

     ALL ITEMS SHALL BE PALLETIZED AND STABILIZED TO
     PREVENT SHIFTING. PALLETS WILL BE EXCHANGED AT
     TIME OF DELIVERY AVOIDING ANY PALLET CHARGES.

     PRICES ARE F.O.B. DESTINATION PREPAID &
     ALLOWED
            
     ANY MANUFACTURERS' NAMES, TRADE NAMES, BRAND
     NAMES, OR CATALOG NUMBERS USED IN THE
     SPECIFICATIONS ARE THERE FOR THE PURPOSE OF
     ESTABLISHING AND DESCRIBING STYLE, GENERAL
     PERFORMANCE, AND QUALITY LEVELS. SUCH REFERENCES
     ARE NOT INTENDED TO BE RESTRICTIVE, AND BIDS ARE
     INVITED ON THESE AND COMPARABLE BRANDS OR
     PRODUCTS OF ANY MANUFACTURER.
                                  
     260-82                       
  1. DENTURE ADHESIVE POWDER 1.6 OZ.                          110 CASE          63.12       6,943.20

     REGULAR HOLD

     INDIVIDUAL PACKAGES AND CASES MUST BE UPC
     BAR CODED FOR INDIVIDUAL SALES AND RECEIVING
     PURPOSES.

     BRAND NAME: FIXODENT

     PACKAGE SIZE IN OUNCES:  1.6 OZ.

     CASE QUANTITY: 24 PER CASE
                               
  2. DENTURE ADHESIVE POWDER 1.6 OZ.                           15 CASE          63.12         946.80

     REGULAR HOLD

     INDIVIDUAL PACKAGES AND CASES MUST BE UPC
     BAR CODED FOR INDIVIDUAL SALES AND RECEIVING
     PURPOSES.

     BRAND NAME: FIXODENT

     PACKAGE SIZE IN OUNCES: 1.6 OZ.

     CASE QUANTITY: 24 PER CASE
                               
  3. DENTURE ADHESIVE CREAM                                   500 CASE          32.09      16,045.00

     MUST BE APPROVED BY THE AMERICAN DENTAL
     ASSOCIATION, USED AS A TEMPORARY MEASURE TO
     PROVIDE INCREASED RETENTION OF DENTURES.

     INDIVIDUAL PACKAGES AND CASES MUST BE UPC
     BAR CODED FOR INDIVIDUAL SALES AND RECEIVING
     PURPOSES.

     BRAND NAME: EFFERGRIP

     PACKAGE SIZE IN OUNCES: 2.5 OZ.

     CASE QUANTITY: 12 PER CASE
                               
  4. DENTURE ADHESIVE CREAM                                   100 CASE          32.09       3,209.00

     MUST BE APPROVED BY THE AMERICAN DENTAL
     ASSOCIATION, USED AS A TEMPORARY MEASURE TO
     PROVIDE INCREASED RETENTION OF DENTURES.

     INDIVIDUAL PACKAGES AND CASES MUST BE UPC
     BAR CODED FOR INDIVIDUAL SALES AND RECEIVING
     PURPOSES.

     BRAND NAME: EFFERGRIP

     PACKAGE SIZE IN OUNCES: 2.5 OZ.

     CASE QUANTITY: 12 PER CASE
                               
     SECURITY:

     WHEN MAKING DELIVERIES TO CORRECTIONAL
     FACILITIES, CONTRACTOR COMPLIANCE WITH TDCJ
     SECURITY PROCEDURES IS REQUIRED.  THIS INCLUDES
     DELIVERIES TO ALL TDCJ UNITS AND WAREHOUSES, OR
     ANY OTHER TDCJ OWNED, LEASED OR CONTRACTED
     PREMISES.  SPECIFIC POINTS INCLUDE, BUT ARE NOT
     LIMITED TO:

     1. ALL CONTRACTOR STAFF MAKING DELIVERIES
     WITHIN A CORRECTIONAL FACILITY, AND THOSE AREAS
     WHERE OFFENDERS ARE ASSIGNED, WILL BE REQUIRED TO
     HAVE A SECURITY ESCORT THROUGHOUT THEIR DELIVERY
     AND WILL NOT INTERACT WITH OFFENDERS.

     2. ALL DELIVERY STAFF AND VEHICLES ARE
     SUBJECT TO SEARCH AND INSPECTION WHILE ON TDCJ
     PROPERTY.

     3. ALL VEHICLES WILL BE LOCKED AND SECURED
     WHEN NOT IN USE.  DRIVERS ARE RESPONSIBLE TO KEEP
     KEYS IN THEIR POSSESSION AT ALL TIMES.

     4. CONTRACTOR STAFF SHALL NOT INTRODUCE ANY
     TYPE OF CONTRABAND ONTO ANY TDCJ FACILITY.
     EXAMPLES OF CONTRABAND INCLUDE, BUT ARE NOT
     LIMITED TO FIREARMS, KNIVES, AND WEAPONS OF ANY
     TYPE, TOBACCO OF ANY TYPE, ALCOHOL, CONTROLLED
     SUBSTANCES (ILLEGAL DRUGS), PETS, PAGERS AND
     CELLULAR PHONES.

     5. ONLY THE VEHICLE OPERATOR (DRIVER) WILL
     BE ALLOWED ENTRY INTO THE PRISON COMPOUND,
     APPROPRIATE DRESS IS REQUIRED. NO SHORTS,
     SLEEVELESS TOPS, LOW CUT APPAREL, AND NO OPEN TOE
     SHOES WILL BE ALLOWED.

     TDCJ RESERVES THE RIGHT TO IMMEDIATELY REMOVE
     AND/OR REFUSE ENTRY TO ANY INDIVIDUAL WHO HAS
     VIOLATED THE ABOVE RESTRICTIONS.

     THE UNIT WARDEN OR FACILITY ADMINISTRATOR WILL
     ULTIMATELY BE RESPONSIBLE FOR INTERPRETING THESE
     RULES.
           
     SHIPPING AND INVOICING INSTRUCTIONS:

     FAILURE TO FOLLOW THESE SHIPPING AND INVOICE
     INSTRUCTIONS MAY RESULT IN MERCHANDISE BEING
     REJECTED AT THE RECEIVING DOCK AND RETURNED TO
     THE VENDOR WITHOUT NOTICE AT THE VENDOR'S
     EXPENSE:

     SHIP INDIVIDUAL LINE ITEMS COMPLETE PER PURCHASE
     ORDER RELEASE.  NO PARTIAL ITEM SHIPMENTS WILL BE
     RECEIVED WITHOUT PRIOR APPROVAL.

     INCLUDE OR MARK PURCHASE / BLANKET ORDER NUMBER
     AND REQUISITION NUMBER ON PACKING SLIP, CARTONS,
     PACKAGES, BUNDLES, ETC.  SUBMIT SEPARATE INVOICES
     FOR EACH SHIPMENT.

     INCLUDE ONLY ONE PURCHASE ORDER NUMBER AND ONE
     REQUISITION NUMBER ON EACH INVOICE.

     THE INVOICE MUST BE ITEMIZED WITH THE
     DESCRIPTION, UNIT PRICE, AND EXTENSION LISTED.

     VENDOR MUST SUPPLY A VALID TEXAS IDENTIFICATION
     NUMBER SYSTEM (TINS) NUMBER ON EACH INVOICE.

     AFTER AN ORDER IS SHIPPED THE VENDOR WILL BE
     REQUIRED TO INVOICE WITHIN 5 WORKING DAYS.

     ALL INVOICES SHALL BE MAILED TO:
      TDCJ
      ATTN: ACCOUNTS PAYABLE,
      P.O. BOX 4018
      HUNTSVILLE, TEXAS  77342.
                               
     VENDOR POINT-OF-CONTACT:

     NAME: JOHN S. EMANUEL, JR

     PHONE NO.: 732-364-2300 EXT. 4

     FAX NO.: 732-364-2499

     E-MAIL: JEMANUEL@VILLAGEDISTRIBUTORS.COM
                                             
     PIGGYBACK CLAUSE: THIS OPEN MARKET PURCHASE ORDER
     IS AVAILABLE FOR USE BY ALL STATE AGENCIES AND
     QUALIFIED ENTITIES PARTICIPATING IN THE TEXAS
     BUILDING PROCUREMENT COMMISSION (TBPC)
     COOPERATIVE PURCHASING PROGRAM (CO-OP) PROVIDING
     THERE IS NO CONFLICT WITH ANY APPLICABLE
     STATUTES, RULES, POLICIES OR PROCEDURES.

     THIS OPEN MARKET PURCHASE ORDER WAS COMPETITIVELY
     BID IN ACCORDANCE WITH APPLICABLE STATE OF TEXAS
     PURCHASING STATUTES, RULES, POLICIES AND
     PROCEDURES.  STATE AGENCIES AND ACTIVE TBPC CO-OP
     ENTITIES MAY USE THE PRICES SHOWN IN THIS OPEN
     MARKET PURCHASE ORDER TO ISSUE THEIR OWN PURCHASE
     ORDERS. ARRANGEMENTS FOR DELIVERY OF GOODS,
     INCLUDING APPLICABLE FREIGHT CHARGES IF OUTSIDE
     THE ORIGINAL GEOGRAPHIC DELIVERY AREA, ARE
     CONTINGENT UPON MUTUAL AGREEMENT OF THE STATE
     AGENCY OR ACTIVE TBPC CO-OP ENTITY AND THE
     VENDOR. THE STATE AGENCY OR ACTIVE TBPC CO-OP
     ENTITY'S PURCHASE ORDER ISSUED AGAINST THIS OPEN
     MARKET PURCHASE ORDER SHOULD REFERENCE THE TBPC
     ISSUED STATE OF TEXAS PURCHASE ORDER NUMBER AND
     REQUISITION NUMBER AND BE SENT DIRECTLY TO THE
     AWARDED VENDOR.

     VENDOR COMPLIANCE:  IF THE STATE AGENCY OR ACTIVE
     TBPC CO-OP ENTITY ENCOUNTERS RESISTANCE FROM A
     VENDOR NOT COMPLYING WITH THE TERMS AND
     CONDITIONS OF THIS OPEN MARKET PURCHASE ORDER,
     THE STATE AGENCY OR ACTIVE TBPC CO-OP ENTITY MUST
     ATTEMPT TO RESOLVE THE ISSUE BY CONTACTING THE
     VENDOR DIRECTLY.  IF A SATISFACTORY RESOLUTION
     CAN NOT BE REACHED, THE STATE AGENCY OR ACTIVE
     TBPC CO-OP ENTITY SHOULD FILE A VENDOR
     PERFORMANCE RESOLUTION REPORT WITH THE TBPC.  THE
     TBPC IS NOT RESPONSIBLE FOR RESOLVING
     NON-PERFORMANCE ISSUES INCLUDING BUT NOT LIMITED
     TO FUNDING, INVOICE PROCESSING, RENEWAL OR
     CANCELLATION.
                  
     SUSPENSION, DEBARMENT, AND TERRORISM:  VENDOR
     CERTIFIES THAT THE VENDOR AND ITS
     PRINCIPALS ARE ELIGIBLE TO PARTICIPATE IN THIS
     TRANSACTION AND HAVE NOT BEEN SUBJECTED TO
     SUSPENSION, DEBARMENT, OR SIMILAR INELIGIBILITY
     DETERMINED BY ANY FEDERAL, STATE OR LOCAL
     GOVERNMENTAL ENTITY AND THAT VENDOR IS IN
     COMPLIANCE WITH THE STATE OF TEXAS STATUTES AND
     RULES RELATING TO PROCUREMENT AND THAT VENDOR IS
     NOT LISTED ON THE FEDERAL GOVERNMENT'S TERRORISM
     WATCH LIST AS DESCRIBED IN EXECUTIVE ORDER 13224.
     ENTITIES INELIGIBLE FOR FEDERAL PROCUREMENT ARE
     LISTED AT http://www.epls.gov
                                  
     THIS CONTRACT IS CONTINGENT UPON THE CONTINUED
     AVAILABILITY OF APPROPRIATIONS.
                                    
 ***PUT REQ # AND ORDER # ON ALL PKGS***           TOTAL THIS ORDER          27,144.00
                                                                                      
This is a copy of the state purchase order only.  If you require additional information regarding
information from the Invitation for Bids including terms and conditions, please feel free to contact
the TBPC Cooperative Purchasing Program at coop@tbpc.state.tx.us. Please reference the state purchase
order and fiscal year in your email request, along with details as to the additional information required.