0001019056-01-500485.txt : 20011029 0001019056-01-500485.hdr.sgml : 20011029 ACCESSION NUMBER: 0001019056-01-500485 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20011022 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONINI INC CENTRAL INDEX KEY: 0001129900 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 223768426 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32133 FILM NUMBER: 1763998 BUSINESS ADDRESS: STREET 1: 4555 BOUL DES GRANDES PRAIRIES #30 STREET 2: ST LEONARD CITY: MONTREAL QUE ZIP: H1R 1A5 BUSINESS PHONE: 9732264600 MAIL ADDRESS: STREET 1: 425 EAGLE ROCK AVENUE STREET 2: SUITE 200 CITY: ROSELAND STATE: NJ ZIP: 07068 FORMER COMPANY: FORMER CONFORMED NAME: PRS SUB VI INC DATE OF NAME CHANGE: 20001213 8-K 1 donini8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ================================================================================ FORM 8K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ================================================================================ DATE OF REPORT: October 22, 2001 (For the period ended May 30, 2001) PIZZA DONINI.COM INC. ------------------------------------------------------ (Exact name of Registrant as specified in its Charter) NEW JERSEY ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-32133 ------------------------ (Commission File Number) 22-3768426 ------------------------------------ (IRS Employer Identification Number) 4555 boul, des Grandes Prairies, #30 St. Leonard, MONTREAL, QUEBEC H1R 1A5 --------------------------------------------------- (Address of Principal Executive offices) (Zip Code) (514) 327-6006 ------------------------------ Registrant's Telephone Number, including Area Code ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable. As of May 31, 2001, the Company had 15,158,937 shares of its common stock outstanding. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not applicable. ITEM 5. OTHER EVENTS The Registrant has undergone the following significant events in May 2001: (a) Peter Deros was elected Chairman of the Board of Directors. (b) The Company issued a total of 1,767,806 shares of common stock and 7,050,000 options or warrants to purchase shares of common stock to the following persons and in the amounts indicated below. Number of Number of Options/ Name Shares Issued Warrants Issued Eric Boyd 750,000 (1) 750,000 (1) TT Byrne Capital Investment Inc. 367,806 (1) 1,500,000 (1) View Trade Securities, Inc. 100,000 (1) 1,000,000 (1) Dennis Kounadis 400,000 John Frohling 600,000 Lionel Oberman 50,000 Peter Deros 75,000 (2) 2,750,000 (3) Theo Kalatzis 75,000 (2) Linda Pellegrino 200,000 Catherine Pantoulis 100,000 Stella Pehlivanian 25,000 Terence Byrne 75,000 (2) -------------- (1) Issued pursuant to an employment or consulting agreement. (2) Issued as compensation for serving as a director. (3) 2,250,000 of these options were issued pursuant to an option agreement. (c) The Company entered into a consulting agreement with Lars Muller for marketing and sales services to establish and expand Pizza Donini products and services within the States of Massachusetts and Rhode Island. (d) The Company's wholly-owned subsidiary, Pizza Donini.com Inc. entered into a service agreement with Netocrat Services Inc. for assistance with its e-commerce center, network and software requirements. (e) The Company's wholly-owned subsidiary, Pizza Donini.Com Inc. entered into an addendum to an employment agreement with Sarkis Tsaoussian for his services as its Chief Executive Officer. (f) The Company's wholly-owned subsidiary, Pizado Foods (2001) Inc. entered into an addendum to an employment agreement with Theo Kalaitzis for his services as its President and Chief Operating Officer. (g) The Company's wholly-owned subsidiary, Pizza Donini Inc. entered into a product development, consulting and brokerage agreement with 9078-1881 Quebec Inc. operating under the name of Nanni Marketal. ITEM 6. RESIGNATION OF OFFICERS AND DIRECTORS. Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 1 Consulting Agreement between the Company and Eric Boyd dated May 30, 2001. Exhibit 2 Consulting Agreement between the Company and TT Byrne Capital Investment Inc. dated May 30, 2001. Exhibit 3 Financial Advisory Agreement between the Company and ViewTrade Securities, Inc. dated May 8, 2001. Exhibit 4 Option Agreement between the Company and Peter Deros dated May 30, 2001. Exhibit 5 Consulting Agreement between the Company and Lars Muller dated May 30, 2001. Exhibit 6 Service Agreement between Pizza Donini Inc. and Netocrat Services Inc. dated May 1, 2001. Exhibit 7 Addendum to employment agreement between Pizza Donini.Com Inc. and Sarkis Tsaoussian dated May 30, 2001. Exhibit 8 Addendum to employment agreement between Pizado Foods (2001) Inc. and Theo Kalaitzis dated May 30, 2001. Exhibit 9 Product development, consulting and brokerage agreement between Pizza Donini Inc. and 9078-1881 Quebec Inc. dated May 30, 2001. ITEM 8. CHANGE IN FISCAL YEAR. Not applicable. Signatures Pursuant to the requirements of the Securities Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DONINI, INC. October 22, 2001 By: /s/ PETER DEROS ---------------------------------- Peter Deros President and Chief Executive Officer EX-99.1 3 ex_1.txt EXHIBIT 99.1 Exhibit 1 CONSULTING AGREEMENT BY AND BETWEEN: DONINI, INC. a New Jersey corporation, duly incorporated and validly existing according to law, having a registered office at 4555 des Grandes Praires Blvd., Suite 30, in the City of St. Leonard, Province of Quebec, H1R 1A5, herein duly represented by Mr. Peter Deros, its President, duly authorized for these purposes as he so declares, hereinafter referred to as the "COMPANY" AND: ERIC BOYD, businessman, residing and domiciled at 190 Centenial, Beaconsfield, Quebec, H9W 2J9 hereinafter referred to as the "CONSULTANT" WHEREAS the Company seeks to hire Consultant and Consultant wishes to consult with the Company, it is hereby agreed: 1. CONSULTANT: The Company hires Consultant as an independent business advisor and Consultant hereby accepts consulting with the Company upon the terms and conditions hereinafter set forth. 2. TERM OF CONSULTING AGREEMENT: INITIAL TERM: The term of this Consulting Agreement shall commence on May 30, 2001 and shall terminate on May 30, 2003, unless otherwise extended or terminated as provided for under this Agreement. 1 3. CONSULTANT DUTIES: A. SCOPE: In that capacity, Consultant shall provide introductions to business contacts, brokerage firms, Investment Bankers and consultants to the Company and shall also provide such additional services, and advice to the President and CEO of the Company, on all matters relating to the business and finances of the Company and its shareholder relations as from time to time requested. B. LOYAL AND CONSCIENTIOUS PERFORMANCE: Consultant agrees that to the best of his ability and experience he will at all times loyally and conscientiously perform all of the obligations required of him either expressly or implicitly by the terms of this Agreement. C. COMPETITIVE ACTIVITIES: During the term of this agreement Consultant shall not, directly or indirectly participate in any business that is in competition in any manner whatsoever with the business of the Company. D. TRADE SECRETS: (i) The parties acknowledge and agree that during the term of this Agreement and in the course of the discharge of this consulting hereunder, Consultant shall have access to and become acquainted with information concerning the operation of the Company, including without 2 limitation, customers, financial statements and data, personnel, sales, planning, marketing and other information that is owned by the Company and regularly used in the operation of the Company's business and that this information constitutes the Company's trade secrets. (ii) Consultant agrees that he shall not disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any time thereafter, except as is required in the course of his consulting with the Company. The unauthorized use or disclosure of any of the Company's trade secrets obtained by Consultant during his consulting with the Company shall constitute unfair competition. (iii) Consultant further agrees that all files, records, documents, equipment and similar items relating to Company's business, whether prepared by Consultant or others, are and shall remain exclusively the property of the Company. E. PERIODIC REPORTS: Consultant shall provide periodic reports to the Company as to his performance of projects assigned to him, at least on a quarterly basis. Failure to provide reports shall constitute a breach of this Agreement. 4. COMPENSATION: A. STOCK AND OPTIONS: As compensation for the services provided and to be provided pursuant to the terms hereof, the Company shall issue to the Consultant seven hundred fifty thousand (750,000) shares of its common stock as fully paid and non-assessable, to be issued upon the execution of this 3 agreement (par value $.001 per share). In addition, the Company shall grant to the Consultant an option to purchase an aggregate of seven hundred fifty thousand (750,000) shares of common stock of the Company (the "optioned shares") on the following terms: Number of Shares Exercise Price ---------------- -------------- 250,000 $1.00 per share 250,000 $2.00 per share 250,000 $3.00 per share All options are exercisable commencing July 15, 2001 and expire three (3) years thereafter or July 15, 2004 (hereinafter referred to as the "Expiration Date"). B. COMPLIANCE WITH SECURITIES LAWS: The issuance by the Company and the resale by the Consultant shall be subject to compliance with all applicable U.S. federal and state securities laws, regulations and policies, and may only be issued by the Company or resold by the Consultant pursuant to a valid registration statement or applicable exemption. Consultant confirms and acknowledges that in the event the shares of common stock issued to him are registered with the U.S. Securities and Exchange Commission pursuant to Form S-8 no shares will be sold without a proper reoffering memorandum and no proceeds from the resale of said shares will be used as a capital investment in the Company, nor shall it be used to promote the market value of the Company's outstanding common stock, nor shall proceeds be 4 used for any other purpose contrary to law. A violation of this provision shall constitute a breach of this Agreement by the Consultant, and shall result in the forteiture of all remaining shares owned by the Consultant, as well as other applicable remedies under the law. C. TAX WITHHOLDING AND INDEPENDENT CONTRACTOR STATUS: Consultant hereby acknowledges and warrants that neither he nor any of his employees or agents, will be treated as an employee of the Company with respect to any services rendered to the Company for any purpose whatsoever, nor shall the Company be required to pay any U.S. or Canadian Social Security, Federal or State or Provincial Unemployment taxes or income tax withholding at any source for Consultant or his employees, Consultant being solely responsible for all such taxes, if any. 5. EXPENSE ALLOWANCE: The Company shall reimburse Consultant for all business related expenses incurred by Consultant on behalf of the Company during the term of this Agreement, however, any expenses in excess of $500.00 shall be approved in advance by the Company. 6. TERMINATION: A. TERMINATION FOR CAUSE: The Company reserves the right to terminate this Agreement, if Consultant willfully breaches or habitually neglects his consulting duties which he is asked to perform under the terms of this Agreement including 5 but not limited to failure to provide reports as required hereunder, or by the President of the Company, or commits such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of his consulting. Consultant agrees that he will not engage in any act which would constitute a violation on any state or federal securities laws of the U.S. or Canadian federal or Provincial securities laws or regulations. In the event of any termination for cause, all outstanding unexercised stock options shall be deemed void as of the date of termination. B. TERMINATION WITHOUT CAUSE: Notwithstanding any provision of this Agreement, if, during the initial term of this Agreement or any extension thereof, the Company terminates this Agreement without cause or materially breaches this Agreement, the Company shall deliver to the Consultant, without setoff, all options granted to him under this agreement, which shall be deemed immediately vested with the Consultant. C. TERMINATION BY CONSULTANT: Consultant may terminate his obligations under this Agreement by giving the Company at least 30 days notice in advance in which event all options previously vested, but unexercised shall remain valid, however Consultant shall not be entitled to any unvested options. If control in the Company should in any way change from the current President & CEO (Peter Deros), Consultant 6 may terminate this agreement immediately at his option, and all options granted to him pursuant to the terms hereof shall be deemed immediately vested. 7. CONSULTANT'S OBLIGATION AFTER TERMINATION: SOLICITATION OF CUSTOMERS: Consultant agrees that for a period of one year (1) immediately following the termination of his consulting agreement with the Company, Consultant shall not directly or indirectly make known to any person, firm, or corporation the names or addresses of any of the customers of the Company or any other information pertaining to them, or call on, solicit, take away, or attempt to call on, solicit, or take away any of the acquaintances during his term of consulting with the Company, either for himself or for any other person, firm, or corporation. 8. MEDIATION: Any controversy between the parties involving the construction or application of any terms, provisions, or conditions of this agreement, shall on the written request of either party served on the other, be submitted to mediation before a neutral third party of the American Arbitration Association (AAA). The parties shall share the cost of mediation jointly. 9. ENTIRE AGREEMENT: This agreement supersedes any and all other agreements, either written or oral, between the parties hereto with respect to the consulting of the Consultant to the Company and contains all of the covenants and agreements between the parties with respect to such consulting for the Company in any manner whatsoever. Both parties must sign any modification to this agreement. The parties shall execute such further documents, agreements and 7 instruments as may be necessary in order to give full force and effect to the foregoing and shall obtain such authorizations, approvals, permits and consents as may be required by law or otherwise, including any approvals of the Board of Directors of any corporate entities. 10. PARTIAL INVALIDITY: If any part of this agreement shall be determined by a court or mediator to be invalid, the remainder hereof shall be construed as if the invalid portion has been omitted. 11. WAIVER: No waiver of any of the provisions of this agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 12. U.S. DOLLARS: Unless otherwise provided herein, all monetary amounts herein are in currency of the United States of America. 13. LAW GOVERNING AGREEMENT: This agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed this 30th day of May, 2001. DONINI INC. Per: /s/ PETER DEROS /s/ ERIC BOYD ------------------------- ------------------------- Peter Deros, President ERIC BOYD 8 EX-99.2 4 ex_2.txt EXHIBIT 99.2 Exhibit 2 AGREEMENT MADE AND ENTERED INTO AT MONTREAL, QUEBEC, THIS 30th DAY OF MAY 2001 BY AND BETWEEN: DONINI, INC. a New Jersey corporation, having an office at 4555 des Grandes Prairies Blvd., suite 30, St. Leonard, Quebec, herein represented by Mr. Peter Deros, its President and Chief Executive Officer, duly authorized as he so declares (hereinafter referred to as "Donini") AND: TT BYRNE CAPITAL INVESTMENT INC. Consultant, residing and domiciled at 466 Cote St-Antoine Road, Westmount, Quebec, H3Y 2J9 (hereinafter referred to as the "TT Byrne") WHEREAS Donini seeks to hire TT Byrne and TT Byrne wishes to assist Donini, it is hereby agreed: 1. SERVICES: TT Byrne shall assist Donini with its capital needs, and further provide financial, marketing and management advice relating to Donini's anticipated expansion of operations including, but not limited to identification and investigation of potential acquisitions. 2. TERM OF AGREEMENT: INITIAL TERM: The term of this Agreement shall commence on May 30, 2001 and shall terminate on February 28, 2002 unless otherwise extended or terminated as provided for under this Agreement. 3. COMPENSATION 3.1 Option: In order to ensure that TT Byrne continues to endeavour toward the improvement, expansion and financial well-being of Donini, its wholly-owned subsidiary, Pizza Donini Inc., and such other subsidiaries or affiliates of Donini, whether existing or hereinafter acquired, Donini hereby grants to TT Byrne the irrevocable options (the "Options") to purchase as and from the respective Exercise Dates stipulated below 1,500,000 shares (hereinafter referred to as the "Optioned Shares") at the Option Prices, subject to the terms an conditions hereof as follows: Number of Shares Exercise Date Option Price ---------------- ------------- ------------- 500,000 December 15, 2001 $.75 per share 500,000 June 15, 2002 $1.00 per share 500,000 December 15, 2002 $2.00 per share All options terminate three (3) years after the date the option is first exercisable (hereinafter referred to as the "Expiration Date"). The Options may be exercised in whole or in part at any time and from time to time up to and including the Expiration Date. TT Byrne may exercise the Options by giving to Donini a notice expressing its desire to exercise the option (hereinafter referred to as an "Option Notice") accompanied by a cheque or bank draft representing the Option Price in respect of the Optioned Shares for which the Option is being exercised. No fractional Optioned Shares shall be issued upon any exercise of the Options and Donini shall satisfy such fractional interest by paying a cash adjustment by cheque payable to TT Byrne in U.S. dollars in an amount equal to the same fraction of the Option Price. 2 3.2 Additional Compensation: With respect to TT Byrne's arranging any private equity funding for Donini, excluding bank loans or credit lines, which are dealt with in the succeeding paragraph, upon receipt of such funding, an amount equal to 7% of the funds raised shall to be paid TT Byrne, five (5) percentage points in cash and two (2) percentage points in Donini shares at a price equal to the fair market value of Donini as traded on the public market, i.e. the average of the high and low trading prices of the shares of Donini, Inc. on the day preceding closing. In the event that any funds raised by TT Byrne on behalf of Donini are received in funds other than U.S. Dollars, the currency conversion rate to be applied will be the average of the opening and closing rates for conversion of such other currency into U.S. Dollars on the day the funds were received by Donini, as published in the Wall Street Journal. With respect to any private debt financing obtained by TT Byrne and authorized by Donini during the course of this agreement, including bank loans and lines of credit, Donini will pay a commission to TT Byrne (or any other person designated by TT Byrne), upon receipt of financing as follows, such commission to be paid in cash, except if mutually agreed to otherwise on a case by case basis: (a) For funds received less than $250,000, a commission equal to 5% shall be paid. (b) For funds received in excess of $250,000 but less than $500,000, a commission equal to 4% shall be paid. (c) For funds received in excess of $500,000 but less than $750,000, a commission equal to 3% shall be paid. (d) For funds received in excess of $750,000 a commission equal to 2% shall be paid. 3 In the event of any merger and/or acquisitions arranged by TT Byrne on Donini's behalf, Donini will pay to TT Byrne a fee equal to 5% of estimated fair market value of the merged companies or of the acquired company as the case may be, payment to be effected either in cash or in Donini shares or both, as determined by the parties on a case-by-case basis, at a price equal to the average of the high and low prices of Donini stock on the last trading day of Donini shares immediately prior to the merger or acquisition. Notwithstanding the compensation set forth in this Section 3.2, the parties hereby acknowledge that the commissions set forth above shall be the maximum commissions due and payable by Donini on any financing in which TT Byrne is involved and in the event a particular transaction obligates Donini to pay a commission to another Consultant, Investment Banker, or Finder other than TT Byrne, TT Byrne agrees to either share in that commission or to forego any commission, as the case may be. 4. Amendments and Waivers No modification, variation, amendment or termination by mutual consent of this Agreement and no waiver of the performance of any of the responsibilities of any of the parties hereto shall be effected unless such action is taken in writing and is signed by all parties. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived. Optionee hereby waives all rights to any options heretofore granted to it, if any. 5. Corporate Action Donini undertakes to ensure that all necessary corporate action will be taken to permit any or all of the Optioned Shares to be validly issued and recorded in Donini's books in the name of TT Byrne upon the exercise of the Option, in whole or in part, under the terms hereof. 4 6. Reserve of Shares Donini shall at all times prior to the Expiration Date of each of the Option reserve and keep available such number of its Shares as will be sufficient to satisfy the requirements of this Agreement and provide TT Byrne piggy back registration rights. 7. Severability Each of the covenants, provisions, Articles, Sections, subsections and other subdivisions hereof is severable from every other covenant, provision, Article, Section, subsection or subdivision and the invalidity or unenforceability of any one or more covenants, provisions, Articles, Sections, subsections or subdivisions of this Agreement shall not affect the validity or enforceability of the remaining covenants, provisions, Articles, Sections, subsections and subdivisions hereof. 8. Notice Any notice or other written communication required or permitted hereunder shall be in writing and: (a) delivered personally to the party or, if the party is a corporation, an officer of the party to whom it is directed; (b) sent by registered mail, postage prepaid, return receipt requested (provided that such notice or other written communication shall not be forwarded by mail if on the date of mailing the party sending such communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of mail, including the existence of an actual or imminent postal service disruption in the city from which such communication is to be mailed or in which the address of the recipient is found); or 5 (c) except for the Option Notice, sent by facsimile, confirmation of delivery requested. All such notices shall be addressed to the party to whom it is directed at the following addresses: If to TT Byrne: TT Byrne Capital Investments Inc. 466 Cote St. Antoine Westmount, Quebec H3Y 2J9 Attention: Mr. Terence C. Byrne If to Donini: 4555 des Grandes Prairies Blvd Suite 30 St. Leonard, Quebec, H1R 1A5 Attention: Mr. Peter Deros Fax: no.: 514-327-0782 Any party may at any time change its address hereunder by giving notice of such change of address to the other party or parties in the manner specified in this section. Any such notice or other written communication shall, if mailed, be effective five (5) days following the date it is posted to such party at such address (whether or not such delivery takes place), and if given by personal delivery, shall be effective on the day of actual delivery. 9. Assignment This Agreement and the Options granted herein are personal to TT Byrne and may not be sold, assigned, transferred or given as security. 6 10. Entire Agreement This Agreement constitutes and contains the entire and only agreement among the parties relating to the matters described herein and supersedes and cancels any and all previous agreements and understandings between all or any of the parties relative hereto including the Consulting Agreement between Pizza Donini, Inc. and TT Byrne dated February 14, 2000 and the Memorandum of Assignment of Consulting Agreement dated January 29, 2001 between Pizza Donini Inc., Donini (previously known as PRS Sub VI, Inc.) and TT Byrne. Any and all prior and contemporaneous negotiations, memoranda of understanding, and preliminary drafts and prior versions of this Agreement, whether signed or unsigned, between the parties leading up to the execution hereof shall not be used by any party to construe the terms or affect the validity of this Agreement. There are no representations, inducements, promises, understandings, conditions or warranties express, implied or statutory, between the parties other than as expressly set forth in this Agreement. 11. Application of Agreement This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, administrators, executors and successors save and except as provided herein. 12. Subdivision or Consolidation of Shares If the Shares are changed by way of being classified or reclassified, subdivided, consolidated or converted into a different number or class of shares or otherwise, or if Donini merges, the Option Price and the type of security to be delivered to TT Byrne upon exercise of the Options in whole or in part shall be adjusted accordingly, in all cases so that TT Byrne shall receive the same number and type of securities as would have resulted from such change if the Options or the remaining part thereof had been exercised before the date of the change. 7 13. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey and the laws of the United States of America applicable therein. 14. U.S. Dollars Unless otherwise provided herein, all monetary amounts herein are in currency of the United States of America. 15. Execution This Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. AND THE PARTIES HAVE SIGNED AT THE PLACE AND ON THE DATE MENTIONED HEREIN. DONINI, INC. Per: /s/ PETER DEROS ------------------------- Peter Deros duly authorized for these purposes TT BYRNE CAPITAL INVESTMENTS, INC. Per: /s/ TERENCE C. BYRNE ------------------------- Terence C. Byrne 8 EX-99.3 5 ex_3.txt EXHIBIT 99.3 Exhibit 3 FINANCIAL ADVISORY AGREEMENT ---------------------------- This Agreement is made and entered into as of the 8th day of May, 2001, between Donini, Inc. (the "Company") and ViewTrade Securities, Inc. (the "Financial Advisor"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, The Company is seeking certain financial advice regarding business and financing activities; and WHEREAS, the Financial Advisor is willing to furnish certain business and financial related advice and services to the Company on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Purpose. The Company hereby engages the Financial Advisor on a non-exclusive basis for the term specified in this Agreement to render financial advisory consulting advice to the Company as an investment banker relating to financial and similar matters upon the terms and conditions set forth herein. 2. Representations of the Financial Advisor. The Financial Advisor represents and warrants to the Company that (i) it is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD") and that it is engaged in the securities brokerage business; (ii) in addition to its securities brokerage business, the Financial Advisor provides consulting advisory services; and (iii) it is free to enter into this Agreement and the services to be provided pursuant to this Agreement are not in conflict with any other contractual or other obligation to which the Financial Advisor is bound. The Company acknowledges that the Financial Advisor is in the securities business and may provide financial services and consulting advice (of the type contemplated by this Agreement) to others and that nothing herein contained shall be construed to limit or restrict the Financial Advisor in providing financial services to others, or rendering such advice to others. 3. Duties of the Financial Advisor. During the term of this Agreement, the Financial Advisor will provide the Company with consulting advice as specified below at the request of the Company, provided that the Financial Advisor shall not be required to undertake duties not reasonably within the scope of the consulting advisory service in which the Financial Advisor is engaged generally. In performance of these duties, the Financial Advisor shall provide the Company with the benefits of its best judgment and efforts, and the Financial Advisor cannot and does not guarantee that its efforts will have any 1 impact on the business of the Company or that any subsequent improvement will result from the efforts of the Financial Advisor. It is understood and acknowledged by the parties that the value of the Financial Advisor's advice is not measurable in any quantitative manner, and that the amount of time spent rendering such consulting advice shall be determined according to the Financial Advisor's discretion. The Financial Advisor's duties may include, but will not necessarily be limited to, rendering the following services to the Company: a) Study and review the business, operations, historical financial performance of the Company (based upon management's forecast of financial performance) so as to enable the Financial Advisor to provide advice to the Company; b) Assist the Company in attempting to formulate the optimum strategy to meet the Company's working capital and capital resources needs during the period of this Agreement; c) Assist in the introduction of the Company to institutional or other capital financing sources; d) Assist in any presentation to the Board of Directors of the Company, as requested, in connection with a proposed transaction to be reviewed by the Company; and e) Advise the Company as to the expected reaction of the financial community to any transaction and assist in determining the optimum means of communicating the pertinent aspects, such as strategic considerations, benefits to the Company and financial impact, to the financial community. 4. Term.The term of this Agreement shall be for two (2) years commencing from the date of this Agreement ("Commencement Date"); provided, however, that this Agreement may be renewed or extended upon such terms and conditions as may be mutually agreed upon by the parties hereto. This Agreement shall terminate, however, in the event that the Financial Advisor is no longer a member in good standing of the NASD. 5. Financial Advisory Fee. The Company shall pay to the Financial Advisor a financial advisory fee of $50,000 payable as follows: (1) $10,000 shall be paid upon the execution of this Agreement; and (2) $15,000 payable within thirty (30) days of the date of execution of this Agreement; and (3) $25,000 payable within sixty (60) days of the date of execution of this Agreement. 2 In addition, upon the execution of this Agreement, the Company shall sell to the Financial Advisor and/or persons designated by the Financial Advisor ("holder"), for an aggregate purchase price of one hundred dollars ($100), 100,000 shares of the Company's Common Stock (the "Shares") and 1,000,000 Investment Banking Purchase Warrants (the "Warrants"). Upon payment and issuance, the Shares shall be duly authorized, validly issued, fully paid and non-assessable. Each Warrant shall permit the holder to purchase from the Company, at any time during the period commencing on the date of this Agreement and expiring three and one-half (3 1/2) years thereafter (the "Expiration Time"), one (1) share of the Company's Common Stock (the "Underlying Shares"), at an exercise price as follows: Number of Shares Exercise Price ---------------- -------------- 400,000 $1.00 300,000 $2.00 300,000 $3.00 The Shares, Warrants and Underlying Shares shall not have been registered under the Securities Act of 1933, as amended (the "Act"), and the certificates representing such securities shall bear the following legend: The securities represented by this certificate may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act and applicable state securities laws is available. With respect to the Shares and the Underlying Shares, after the execution of this Agreement, the Company shall use its best efforts to prepare and file with the Commission, a registration statement and/or such other documents, including a prospectus, and/or any other appropriate disclosure document (including a registration statement on Form S-8, if appropriate) as may be reasonably necessary in the opinion of counsel for the Company and counsel for the Financial Advisor and holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of the Shares and the Underlying Shares for a period of at least nine (9) months or until all of the Warrants are exercised and sold, whichever is longer. Such registration shall be without cost to the holders thereof, except for costs of brokerage commissions and costs of any counsel to the holders. In connection with these registration rights, the Company shall give all of the holders of the Shares and the Underlying Shares, notice by certified or registered mail, return receipt requested, at the time of the filing of such Registration Document. The Company agrees to periodically advise the holders of the Shares and the Underlying 3 Shares of the status of the registration and the effective date of the Registration Statement or other appropriate registration document. In addition, the Company agrees to deliver copies of the final prospectus to each of the holders of the Shares and the Underlying Shares. The holders of the Warrants are not required to exercise the Warrant prior to the effective date of the registration statement or prior to any sale of the Underlying Shares. During the time as the Warrants are outstanding, the Company agrees not to merge, reorganize, or take any action which would terminate the Warrants or Underlying Shares without first making adequate provisions for the Warrants or Underlying Shares. Other terms regarding the rights of the holders of the Warrants or Underlying Shares are included in the Warrant Certificate to be issued to the holders pursuant to this Agreement. 6. Financing Fee. In the event the Financial Advisor effects, underwrites, introduces, or otherwise participates in effecting a Financing by offering or selling any of the securities of the Company in a private or public debt and/or equity transaction, pursuant to which the Company obtains financing or other consideration, the Financial Advisor shall receive a Financing Fee in addition to the Financial Advisory Fee and any other fee to be received pursuant to this Agreement, which shall be mutually determined between the Company and the Financial Advisor at the time of any such Financing. 7. Transaction Finder's Fee. In the event the Financial Advisor introduces to the Company another party or entity, and that as a result of such introduction, a transaction between such entity and the Company is consummated ("Transaction"), then the Company shall pay to the Financial Advisor a Transaction Finder's Fee as follows: a. Five percent (5%) of the first $1,000,000 of the consideration paid in such transaction; b. Four percent (4%) of the consideration in excess of $1,000,000 and up to $2,000,000; c. Three percent (3%) of the consideration in excess of $2,000,000 and up to $3,000,000; d. Two percent (2%) of any consideration in excess of $3,000,000 and up to $4,000,000; and e. One percent (1%) of any consideration in excess of $4,000,000. The Finder's Fee due the Financial Advisor shall be paid by the Company in cash and/or in securities at the closing of the Transaction as mutually agreed between the Company and the Financial Advisor, without regard to whether the Transaction involves payments in cash, securities, or a combination of securities and cash, or is made on an installment sale basis. By way of example, if the Transaction involved securities of the acquiring entity (whether securities of the Company, if the Company is the acquiring party, or securities of another entity, if the Company is the selling party) having a value of $5,000,000, the consideration to be paid by the Company to the Financial Advisor at closing shall be $150,000. 4 In the event that for any reason the Company shall fail to pay to the Financial Advisor all or any portion of the Finder's Fee payable hereunder when due, interest shall accrue and be payable on the unpaid balance due hereunder from the date when first due through and including that date when actually collected by the Financial Advisor, at a rate equal to two (2) points over the prime rate as stated in the Wall Street Journal, computed on a daily basis and adjusted as announced from time to time. Notwithstanding anything herein to the contrary, if the Company shall, within 180 days immediately following the termination of this Agreement, conclude a Transaction with any party introduced by the Financial Advisor to the Company prior to the termination of this Agreement, the Company shall also pay the Financial Advisor the Finder's Fee determined above. 8. Transfer Sheets and Depository Trust Company Reports. The Company shall direct the Company's transfer agent to furnish the Financial Advisor with weekly transfer sheets as to each of the Company's securities as prepared by the Company's transfer agent and copies of lists of stockholders and warrantholders (if applicable) as reasonably requested by the Financial Advisor, during the term of this Agreement. In addition, the Company shall cause the Depository Trust Company, or such other depository of the Company's securities, to deliver a "special security position report" to the Financial Advisor on a weekly basis at the expense of the Company, for a three (3) year period from the date of this Agreement. 9. Expenses.In addition to the fees payable hereunder, the Company shall reimburse the Financial Advisor, within five (5) business days of its request, for any and all reasonable out-of-pocket expenses incurred in connection with the services performed by the Financial Advisor pursuant to this Agreement, including (i) reasonable hotel, food and associated expenses incurred in connection with performing due diligence of the Company; (ii) reasonable charges for travel; (iii) reasonable long-distance telephone calls; and (iv) other reasonable expenses spent or incurred on the Company's behalf. Any expenses in excess of $500 shall require prior verbal approval from the Company. 10. Use of Advice by the Company; Public Market for the Company's Securities. The Company acknowledges that all opinions and advice (written or oral) given by the Financial Advisor to the Company in connection with the engagement of the Financial Advisor are intended solely for the benefit and use of the Company in considering the transaction to which they relate, and the Company agrees that no person or entity other than the Company shall be entitled to make use of or rely upon the advice of the Financial Advisor to be given 5 hereunder, and no such opinion or advice shall be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, nor may the Company make any public references to the Financial Advisor, or use of the Financial Advisor's name in any annual reports or any other reports or releases of the Company without the prior written consent of the Financial Advisor. The Company acknowledges that the Financial Advisor makes no commitment whatsoever as to making a public trading market in the Company's securities or to recommending or advising its clients to purchase the Company's securities. The Company hereby represents that it understands that the Financial Advisor has not agreed to make a market in and/or market such securities and that the Financial Advisor may never do so. The Company hereby represents and acknowledges that any payment made pursuant to this agreement is not compensation for the purpose of making a market in the Company's securities or to cover out-of-pocket expenses for making a market in the Company's securities or for submitting an application to make a market in the Company's securities. Research reports or corporate finance reports that may be prepared by the Financial Advisor will, when and if prepared, be done solely on the merits or judgment and analysis of the Financial Advisor or any senior corporate finance personnel of the Financial Advisor. 11. Company Information. The Company recognizes and confirms that, in advising the Company and in fulfilling its engagement hereunder, the Financial Advisor will use and rely on data, material and other information furnished to the Financial Advisor by the Company. The Company acknowledges and agrees that in performing its services under this engagement, the Financial Advisor may rely upon the data, material and other information supplied by the Company without independently verifying the accuracy, completeness or veracity of same. In addition, in the performance of its services, the Financial Advisor may look to such others for such factual information, economic advice and/or research upon which to base its advice to the Company hereunder as the Financial Advisor shall in good faith deem appropriate. The parties further acknowledge that the Financial Advisor undertakes no responsibility for the accuracy of any statements to be made by Company management contained in press releases or other communications, including, but not limited to, filings with the Securities and Exchange Commission and the NASD. 12. The Financial Advisor as an Independent Contractor. The Financial Advisor shall perform its services hereunder as an independent contractor and not as an employee of the Company or an affiliate thereof. It is expressly understood and agreed to by the parties hereto that the Financial Advisor shall have no authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be agreed to expressly by the Company in writing from time to time. 6 13. Miscellaneous. (a) This Agreement between the Company and the Financial Advisor constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth herein. (b) Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently given if hand-delivered or sent postage prepaid by certified or registered mail, return receipt requested, to the respective parties as set forth below, or to such other address as either party may notify the other in writing: If to the Company: Peter Deros, President Donini, Inc. 425 Eagle Rock Avenue Roseland, New Jersey 07068 and Peter Deros, President Donini Inc. 4555, boul des Grandes Praires, #30 St. Leonard, Quebec, H1R 1A5 If to the Financial Advisor: Brian Herman, Branch Manager ViewTrade Securities, Inc.7280 West Palmetto Park Rd., Ste. 210 Boca Raton, Florida 33433 (c) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, legal representatives and assigns. (d) This Agreement may be executed in any number of counterparts, each of which together shall constitute one and the same original document. (e) No provision of this Agreement may be amended, modified or waived, except in a writing signed by all of the parties hereto. (f) This Agreement shall be construed in accordance with and governed by the laws of the State of Florida, without giving effect to conflict of law principles. The parties hereby agree that any dispute which may arise between them arising out of or in connection with this Agreement shall be adjudicated before a court located in Palm Beach County, Florida, and they hereby submit to the exclusive jurisdiction of the courts of the State of Florida located in Palm Beach County, Florida and of the federal courts in the Southern District of Florida with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting 7 the fact that such court is an inconvenient forum, relating to or arising out of this Agreement, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set forth in sub-paragraph (b) above. A party to this Agreement named as a Defendant in any action brought in connection with this Agreement in any court outside of the above named designated county or district shall have the right to have the venue of said action changed to the above designated county or district or, if necessary, have the case dismissed, requiring the other party to refile such action in an appropriate court in the above designated county or federal district. (g) This Agreement has been duly authorized, executed and delivered by and on behalf of the Company and the Financial Advisor. (h) In the event that the Financial Advisor is named as a defendant in any legal action in any jurisdiction in any matter arising from or in connection with this Agreement, the Company agrees to indemnify the Financial Advisor as to all damages and costs incurred in connection with any such litigation, including reasonable attorney fees. (i) This Agreement is strictly confidential and cannot be used by the Company for the purpose of soliciting investors. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. Very truly yours, DONINI, INC. By: /s/ PETER DEROS ------------------------- Peter Deros, President VIEWTRADE SECURITIES, INC. By: /s/ JAMES ST. CLAIR ------------------------- James St. Clair Chief Financial Officer 8 EX-99.4 6 ex_4.txt EXHIBIT 99.4 Exhibit 4 OPTION AGREEMENT MADE AND ENTERED INTO AT MONTREAL, QUEBEC, AS OF THE 30TH DAY OF MAY 2001 BY AND BETWEEN: DONINI, INC. a New Jersey corporation, having an office at 4555 des Grandes Prairies Blvd., suite 30, St. Leonard, Quebec herein represented by Theo Kalitzis, its Director and by Catherine Pantoulis, its Secretary, duly authorized for these purposes (hereinafter referred to as "Donini") AND: PETER DEROS businessman, residing and domiciled at 8220 Birnam, apt. 2, Montreal, Quebec, H3N 2T9 (hereinafter referred to as the "Optionee") WHEREAS Donini wishes to grant to the Optionee an option to purchase such number of shares of its common stock pursuant to the terms and conditions set out herein: NOW THEREFORE, the parties hereby agree as follows: ARTICLE 1 INTERPRETATION 1.1 Preamble -------- The preamble to the present Agreement shall form an integral part hereof as if it were recited at length herein for all legal purposes; 1.2 Definitions ----------- Unless otherwise provided herein or unless so required by the context the following words and expressions shall have the following meanings: a) "Exercise Date" as it pertains to each class of options is as set forth in section 2.3 hereof; b) "Option" means the option granted to the Optionee pursuant to section 2.1; c) "Option Notice" means a notice emanating from the Optionee wherein the Optionee exercises the Option in whole or in part; d) "Option Price" means the price, in U.S. dollars per Optioned Share purchased by the Optionee under this Agreement. e) "Optioned Shares" means 2,250,000 Shares; f) "Shares" means the common stock of Donini as currently constituted; and g) "Expiration Date" means the dates as set forth in section 2.3. 1.3 Sections and Headings --------------------- The division of this Agreement into Articles and Sections and the insertion of headings are for reference only and shall not affect the construct or interpretation of this Agreement. 1.4 U.S. Dollars ------------ Unless otherwise provided herein, all monetary amounts herein are in currency of the United States of America. ARTICLE 2 OPTION 2.1 Option ------ Donini hereby grants to the Optionee the irrevocable option ("Option") to purchase as and from May 30, 2001, three classes of Optioned Shares at the Option Prices, subject to the terms and conditions hereof, and so set forth in Section. 2.3 hereof. 2.2 Number of Shares ---------------- The Company hereby grants to the Optionee options to purchase 2,250,000 shares of Common Stock. 2.3 Exercise Price and Term ----------------------- No. of Shares Price Exercise Date ---------------------------------------------------------------- 750,000 shares $.75 per share Dec. 15, 2001 750,000 shares $1.00 per share June 15, 2002 750,000 shares $2.00 per share Dec. 15, 2002 All options terminate three years from the date they are first exercisable (hereinafter referred to as the "Expiration Date"). 2.4 Exercise of Option ------------------ Each class of Options may be exercised in whole or in part at any time and from time to time from the Exercise Date stipulated in section 2.3 hereof up to and including the Expiration Date. The Optionee may exercise the Option by giving to Donini an Option Notice accompanied by a cheque or bank draft representing the Option Price in respect of the Optioned Shares for which the Option is being exercised. No fractional Optioned Shares shall be issued upon any exercise of the Option and Donini shall satisfy such fractional interest by paying a cash adjustment by cheque payable to the Optionee in U.S. dollars in an amount equal to the same fraction of the Option Price. 2.5 Corporate Action ---------------- Donini undertakes to ensure that all necessary corporate action will be taken to permit any or all of the Optioned Shares to be validly issued and recorded in Donini's books in the name of the Optionee upon the exercise of the Option, in whole or in part, under the terms hereof. 2.6 Reserve of Shares ----------------- Donini shall at all times prior to the respective Expiration Dates authorize, reserve and keep available such number of its Shares as will be sufficient to satisfy the requirements of this Agreement. ARTICLE 3 GENERAL 3.1 Amendments and Waivers ---------------------- No modification, variation, amendment or termination by mutual consent of this Agreement and no waiver of the performance of any of the responsibilities of any of the parties hereto shall be effected unless such action is taken in writing and is signed by all parties. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived. 3.2 Options and Shares not Registered --------------------------------- The Optionee acknowledges that all options and the shares of Common Stock that may be issued pursuant to the exercise of any option have not been registered with the U.S. Securities Exchange Commission or any State Regulatory Authority of the United States or of any Province of Canada. 3.3 Severability ------------ Each of the covenants, provisions, Articles, Sections, subsections and other subdivisions hereof is severable from every other covenant, provision, Article, Section, subsection or subdivision and the invalidity or unenforceability of any one or more covenants, provisions, Articles, Sections, subsections or subdivisions of this Agreement shall not affect the validity or enforceability of the remaining covenants, provisions, Articles, Sections, subsections and subdivisions hereof. 3.4 Time of Essence --------------- Time shall be of the essence in this Agreement. 3.5 Notice ------ (1) Any notice or other written communication required or permitted hereunder shall be in writing and: (a) delivered personally to the party or, if the party is a corporation, an officer of the party to whom it is directed; (b) sent by registered mail, postage prepaid, return receipt requested (provided that such notice or other written communication shall not be forwarded by mail if on the date of mailing the party sending such communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of mail, including the existence of an actual or imminent postal service disruption in the city from which such communication is to be mailed or in which the address of the recipient is found); or (c) except for the Option Notice, sent by facsimile, confirmation of delivery requested. (2) All such notices shall be addressed to the party to whom it is directed at the following addresses: If to the Optionee: Mr. Peter Deros 8220 Birnam, apt. 2, Montreal, Quebec, H3N 2T9 If to Donini 4555 boul, des Grandes Prairies, #30 St-Leonard, Quebec H1R 1A5 Attention: Director Fax: No.: (514) 327-0782 (3) Any party may at any time change its address hereunder by giving notice of such change of address to the other party or parties in the manner specified in this section. Any such notice or other written communication shall, if mailed, be effective five (5) days following the date it is posted to such party at such address (whether or not such delivery takes place), and if given by personal delivery, shall be effective on the day of actual delivery. 3.6 Assignment ---------- This Agreement and the Option granted herein are personal to the Optionee named herein and may not be sold, assigned, transferred or given as security, save and except in the event of the death of the Optionee. 3.7 Entire Agreement ---------------- This Agreement constitutes and contains the entire and only agreement among the parties relating to the matters described herein and supersedes and cancels any and all previous agreements and understandings between the parties relative hereto. Any and all prior and contemporaneous negotiations, memoranda of understanding or position, and preliminary drafts and prior versions of this Agreement, whether signed or unsigned, between the parties leading up to the execution hereof shall not be used by any party to construe the terms or affect the validity of this Agreement. There are no representations, inducements, promises, understandings, conditions or warranties express, implied or statutory, between the parties other than as expressly set forth in this Agreement. 3.8 Application of Agreement ------------------------ This Agreement shall be binding upon and endure to the benefit of the parties hereto and their respective heirs, administrators, executors and successors save and except as provided herein. 3.9 Subdivision or Consolidation of Shares -------------------------------------- If the Shares are changed by way of being classified or reclassified, subdivided, consolidated or converted into a different number or class of shares or otherwise, or if Donini merges, the Option Price and the type of security to be delivered to the Optionee upon exercise of the Option in whole or in part shall be adjusted accordingly, in all cases so that the Optionee shall receive the same number and type of securities as would have resulted from such change if the Option or the remaining part thereof had been exercised before the date of the change. 3.10 Governing Law ------------- This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey and the laws of the United States of America applicable therein. 3.11 Execution --------- This Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. AND THE PARTIES HAVE SIGNED AT THE PLACE AND AS OF THE DATE MENTIONED HEREIN. DONINI, INC. Per: /s/ THEO KALAITZIS ------------------------- THEO KALAITZIS, Director duly authorized Per: /s/ CATHERINE PANTOULIS ------------------------- CATHERINE PANTOULIS, Secretary Duly authorized /s/ PETER DEROS ------------------------- PETER DEROS EX-99.5 7 ex_5.txt EXHIBIT 99.5 Exhibit 5 AGREEMENT MADE AND ENTERED INTO AS OF DATES AND AT THE PLACES INDICATED HEREINBELOW. BY AND BETWEEN: DONINI, INC. a New Jersey corporation, duly incorporated and validly existing according to law, having a registered office at 4555 des Grandes Prairies Blvd., Suite 30, in the City of St. Leonard, Province of Quebec, H1R 1A5, herein duly represented by Mr. Peter Deros, its representative, duly authorized for these purposes as he so declares, hereinafter referred to as "DONINI" AND: LARS MULLER, Businessman, residing and domiciled at Earls Neuk, Chapel Green, Elie, Levan, Fife, KY9-1AD, Scotland hereinafter referred to as "LARS" WHEREAS DONINI has acquired all of the issued and outstanding shares of Pizza Donini Inc., a Canadian corporation and is in the process of becoming listed on the Over-the-Counter Bulletin Board or Nasdaq for the purpose of selling its stock over the counter; WHEREAS LARS has provided certain strategic, market-positioning and consulting services to DONINI, its subsidiaries and affiliates since April 2001; WHEREAS, upon the date on which the shares of DONINI begin trading on the Over-the-Counter Bulletin Board or Nasdaq (the "effective date"), LARS wishes to continue to provide certain strategic, market-positioning and other related consulting services to DONINI, its subsidiaries and affiliates; WHEREAS in addition to the consulting services outlined herein, LARS shall act as agent to DONINI and shall provide certain marketing and sales services to DONINI, its subsidiaries and affiliates; WHEREAS DONINI wishes to engage the services of LARS as of the effective date, under the terms and conditions provided herein. Page 1 of 9 THE PARTIES HEREBY AGREE AS FOLLOWS: 1. The preamble shall form an integral part of this Agreement. 2. Save and except as otherwise stipulated herein, DONINI shall engage the services of LARS on a non-exclusive basis for a period of three (3) years commencing on the effective date and terminating thirty-six (36) months thereafter. 3. LARS shall provide to DONINI such services as may be necessary for the arrangement of short and long-term funding from private and institutional investors, shall assist DONINI in the location and funding of potential mergers and acquisitions, shall provide to DONINI such consulting services as required in respect of the corporate structure of DONINI, strategic and market-positioning issues, identification and negotiation of strategic alliances useful and beneficial to DONINI and such other services as DONINI shall require within the scope of the duties outlined herein. Where LARS fails or omits to provide satisfactory consulting and advisory services pursuant to the terms hereof at any time, DONINI shall be entitled to reasonably amend the present Agreement. 4. LARS shall also act as agent exclusively for DONINI and shall provide to DONINI, its affiliates and subsidiaries such marketing and sales services as DONINI shall require in order to establish and expand the market presence of "Pizza Donini" products and services within the territory consisting of the State of Massachusetts and Rhode Island (herein referred to as the "Territory"), to the best of his abilities. In addition to the Territory indicated hereinabove, LARS shall have a right of first refusal to expand the Territory into the states of Vermont and New Hampshire, or either of them, for the purposes stated in this Agreement, within fifteen (15) days of receipt of a written notice from DONINI that it has received an acceptable offer, interest or other commitment from a third party for the states or state so stipulated and upon such terms and conditions of such third party offer, interest or commitment. In the event that LARS wishes to exercise his right hereunder, he must so advise DONINI in writing prior to the expiration of the delay provided herein and must consent; in writing, to fulfil all of the terms and conditions of the third party offer, interest or commitment. 5. LARS shall receive, over the term of this agreement, and in lieu of remuneration for all services rendered herein, the following shares in the capital stock of DONINI: a) on or before August 30th, 2001, THIRTY SEVEN THOUSAND FIVE HUNDRED (37,500) shares of common stock of DONINI, as fully paid and non-assessable. Page 2 of 9 b) on or before August 30th, 2001, an additional THIRTY SEVEN THOUSAND FIVE HUNDRED (37,500) shares of common stock of DONINI, as fully paid and non-assessable. c) on or before August 30th, 2001, TWENTY-FIVE THOUSAND (25,000) shares of common stock of DONINI to be issued to LARS as fully paid and non-assessable in connection with future consulting and/or other services to be provided by LARS together with a third party, Manuel Hatziioannou, in respect of the expansion of the Donini concept in Peabody, Massachusetts to Donini, Inc. and/or its subsidiaries. d) In the event that LARS shall cease to provide any of the services outlined hereunder after the commencement date but prior to the issuance of the shares provided in subparagraphs b) and c) above, LARS shall forfeit the right to receive the shares outlined in sub-paragraphs b) and c) above. e) All shares so issued shall be subject to all applicable federal and state securities legislation, regulation and policy, including all rules regarding the disposition of shares by insiders. 6. In addition to the above, DONINI shall reimburse or ensure that LARS be reimbursed for any out of pocket expenses incurred by him, provided that prior to incurring such expenses, DONINI shall have approved same. LARS must submit, together with his claim for reimbursement, such invoices, vouchers, cash register slips or other items as DONINI, its affiliates or subsidiaries shall reasonably require. 7. LARS agrees that to the best of his ability and experience he will at all times loyally and conscientiously perform all of the obligations required of him either expressly or implicitly by the terms of this Agreement. 8. During the term of this agreement LARS shall not, directly or indirectly participate in any business that is in direct competition in any manner whatsoever with the business of DONINI. 9. The parties acknowledge and agree that during the term of this Agreement and in the course of the discharge of his duties hereunder, LARS shall have access to and become acquainted with information concerning the operation of DONINI, including without limitation, customers, financial, personnel, sales, planning, marketing and other information that is owned by DONINI and regularly used in the operation of the DONINI's business and that this information constitutes DONINI's trade secrets. LARS agrees that he shall not disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any time Page 3 of 9 thereafter, except as is required in the course of his consulting with DONINI. The unauthorized use or disclosure of any of DONINI's trade secrets obtained by LARS during his consulting with DONINI shall constitute unfair competition. LARS further agrees that all files, records, documents, equipment and similar items relating to DONINI's business, whether prepared by LARS or others, are and shall remain exclusively the property of DONINI. 10. In recognition of services rendered and provided that LARS is continuing to act for DONINI as provided herein, LARS shall also receive from DONINI certain stock options, the whole as detailed more fully hereinbelow, which options and the shares that may be issued pursuant thereto shall be subject to all applicable securities laws, regulations and policies, including all rules regarding the disposition of shares by insiders: a) ninety-one (91) days following the effective date, LARS shall receive an option to purchase FIFTY THOUSAND (50,000) shares of the common stock of DONINI at a price equal to one hundred and ten percent (110%) of the five (5) day average trading price immediately following the first ninety (90) days of trading of the common stock of DONINI on the Over-the-Counter Bulletin Board or Nasdaq (the "exercise price"), provided however that the exercise price of the stock is not less than fifty percent (50%) of the average of the five (5) highest closing prices during the ninety (90) day period immediately following commencement of trading. The option so granted may be exercised at any time between the 96th day following the effective date and twenty-four months following the granting of the option; b) Twelve (12) months following the granting of the option described in subparagraph 10a) hereof, LARS shall receive an option to purchase ONE HUNDRED THOUSAND (100,000) shares of the common stock of DONINI at a price equal to one hundred and ten percent (110%) of the five (5) day average trading price immediately following the granting of the said option (the "exercise price"), provided however that the exercise price of the stock is not less than fifty percent (50%) of the average of the five (5) highest closing prices during the ninety (90) day period immediately following commencement of trading. The option so granted may be exercised at any time within twenty-four (24) months following the granting of the said option. c) Twenty-four (24) months following the granting of the option described in subparagraph 10a) hereof, LARS shall receive an option to purchase ONE HUNDRED FIFTY THOUSAND (150,000) shares of the common stock of DONINI at a price equal to one hundred and ten percent (110%) of the five (5) day average trading price immediately following the granting of the said option (the "exercise price"), provided however that the exercise price of the stock is not less than fifty percent (50%) of the Page 4 of 9 average of the five (5) highest closing prices during the ninety (90) day period immediately following commencement of trading. The option so granted may be exercised at any time within twenty-four (24) months following the granting of the said option; e) In the event that LARS shall cease to provide any of the services outlined herein prior to the granting of any of the options described in this paragraph 10 then LARS shall forfeit the right to receive any option hereunder that has yet to be granted by DONINI. In addition, where LARS has ceased to provide any of the services outlined herein within six (6) months of the granting of any option hereunder, LARS shall remit to DONINI for cancellation any option or portion thereof, prorated to the amount of service provided by LARS in that year; 11. LARS undertakes to devote such time and effort as is mutually agreed in order to diligently provide the services specified herein as DONINI may require within the scope of his duties during the term hereof. 12. DONINI and LARS shall enter into a brokerage agreement, the terms of which shall be mutually acceptable to the parties, wherein LARS shall act, on an exclusive basis, as the agent for DONINI, in respect of the sale of the products listed in Schedule "A" annexed hereto (the "Products") within the State of Massachusetts and Rhode Island (the "Territory") within the context of sales on a business to business level, pursuant to which LARS shall receive a commission equal to between one percent (1%) and three percent (3%) of any sums received by DONINI, its affiliates or subsidiaries, in respect of sales of the Products introduced or sold directly through LARS's efforts. The total commission payable to LARS in each instance shall be determined by DONINI on a case-by-case basis and, in any event, the total commission payable by DONINI, its subsidiaries and affiliates shall not exceed five percent (5%) of the amounts received by DONINI, its affiliates or subsidiaries in respect of the sales of the Products. In addition to the Territory indicated hereinabove, LARS shall have a right of first refusal to expand the Territory into the states of Vermont and New Hampshire, or either of them, for the purposes stated in this paragraph, within fifteen (15) days of receipt of a written notice from DONINI that it has received an acceptable offer, interest or other commitment from a third party for the states or state so stipulated and upon such terms and conditions of such third party offer, interest or commitment. In the event that LARS wishes to exercise his right hereunder, he must so advise DONINI in writing prior to the expiration of the delay provided herein and must consent; in writing, to fulfil all of the terms and conditions of the third party offer, interest or commitment. Where LARS fails or omits to secure such satisfactory business-to-business agreements or contracts pursuant to the terms hereof within five (5) months following the effective date, DONINI shall be entitled to reasonably amend the present Agreement. Page 5 of 9 13. LARS shall be granted a master franchise agreement for the State of Massachusetts and Rhode Island (the "Territory"), and shall have the right to sub-franchise to qualified persons or entities the right and license to operate "Pizza Donini" restaurants under such terms and conditions as are stipulated by DONINI, its affiliates and subsidiaries. In respect of the master franchise rights granted in this paragraph 13, LARS shall act exclusively for DONINI. LARS shall receive ten percent (10%) of the amount of any initial franchise fee received by DONINI, its affiliates or subsidiaries in respect of such sub-franchises as commission for the sale of the said franchises and ten percent (10%) of any royalties received in respect of such franchises, less any and all amounts payable to any third parties as provided herein. In addition to the Territory, DONINI shall grant to LARS, during the term of the agreement, a right of first refusal to expand the master franchise rights into the States of Vermont and New Hampshire, or either of them, within fifteen (15) days of receipt of a written notice from DONINI that it has received an acceptable offer, interest or other commitment from a third party for the states or state so stipulated and upon such terms and conditions of such third party offer, interest or commitment. In the event that LARS wishes to exercise his right hereunder, he must so advise DONINI in writing prior to the expiration of the delay provided herein and must consent; in writing, to fulfil all of the terms and conditions of the third party offer, interest or commitment. LARS hereby acknowledges that ten percent (10%) of all commissions and amounts payable to him hereunder shall be remitted to ZSQUARED, LLC. LARS shall, on a timely basis, advise DONINI, ZSQUARED, LLC, Chet Zalesky and Dennis Zweig of all information regarding franchisees and potential franchisees within the Territory and of any change in such franchisees and potential franchisees. The parties shall enter into such master franchise agreement(s) as shall be required, which agreement(s) shall contain such terms and conditions as are usually contained in similar agreements, including provisions for the payment of master franchise fees, royalties and other fees to DONINI. Where LARS fails or omits to secure a satisfactory master franchise or sub-franchise agreement pursuant to the terms hereof within ten (10) months following the effective date, DONINI shall be entitled to reasonably amend the present Agreement. 14. In the event that DONINI shall authorize any other sales agent for the purpose of selling "Pizza Donini" franchises in the U.S. outside the Territory (the "Outside Agent"), LARS shall be entitled to receive a maximum of ten percent (10%) of the commission on any master franchise fee and of the commission on any initial franchise fee received by the Outside Agent on the sale of franchises by the Outside Agent and on the commissions on royalties generated by the Outside Agent where LARS is instrumental in assisting or advising DONINI and the Outside Agent. The amount to be received by LARS shall be determined between the parties on a case-by-case basis. LARS hereby acknowledge that he shall not be entitled to any fees or commissions in respect of the rights granted by Page 6 of 9 DONINI to ZSQUARED, LLC, Chet Zalesky and Dennis Zweig (for the area consisting of Georgia, Alabama, Tennessee, South Carolina, North Carolina and Florida), to JT Tucker, Inc. (for the area consisting of California, Arizona and Nevada), to Scott Parliament (for the area consisting of Michigan, Wisconsin and Illinois), and to Doug Furth ( for the area consisting of Ohio, Pennsylvania and Indiana) unless LARS, DONINI and the above-named Outside Agents (or such other Outside Agents as shall be appointed by DONINI, its subsidiaries and affiliates from time to time) have entered into and executed a mutually acceptable agreement. DONINI shall advise LARS from time to time of the appointment of any new Outside Agents and the territories attributed to them as well as of such changes as may be appropriate. 15. LARS shall have the option to open one (1) "Pizza Donini" retail store within the Territory subject to the prior approval of DONINI or its nominee under the current franchise and related agreements, save and except that LARS shall not be liable for the payment of any initial franchise fees in respect of such location. In respect of the rights granted in this paragraph, LARS shall act exclusively for DONINI. LARS shall however be liable for the payment of such royalties and other fees normally payable by Pizza Donini franchisees. LARS shall execute the "Pizza Donini" standard form Franchise Agreement and ancillary documents for the United States. 16. The parties shall execute such further documents, agreements and instruments as may be necessary in order to give full force and effect to the foregoing and shall obtain such authorizations, approvals, permits and consents as may be required by law or otherwise, including any approvals of the Board of Directors of any corporate entities. 17. This Agreement is personal to LARS and may not be sold, transferred, assigned or otherwise conveyed without the prior written consent of DONINI, which consent may be subject to additional terms, representations, warranties and conditions. 18. The present agreement supersedes and replaces all previous agreements, understandings, instruments and contracts that may exist between the parties, whether verbal or written. 19. This Agreement shall be interpreted in accordance with the laws of the state of New Jersey, U.S.A. and any and all disputes shall be submitted to the Superior Court for the state of New Jersey. 20. This Agreement was drafted in English at the request of the parties hereto. La presente convention a ete redigee en anglais a la demande des parties aux presentes. Page 7 of 9 SIGNED AT MONTREAL, QUEBEC, CANADA, AS OF THE 30TH DAY OF MAY, 2001. DONINI, INC. Per: /s/ PETER DEROS ------------------------- PETER DEROS duly authorized for these purposes SIGNED AT MONTREAL, QUEBEC, CANADA, AS OF THE 30th DAY OF MAY, 2001. /s/ LARS MULLER ------------------------- LARS MULLER Page 8 of 9 SCHEDULE "A" PRODUCTS TO BE SOLD PURSUANT TO CONSULTING AGREEMENT -------------------------------------------------------------------------------- 1. Frozen Pizza Shells - Regular and Self-Rising; 2. Refrigerated and/or Frozen Raw Dressed Self-Rising Pizza (single or multi-serve); 3. Refrigerated, Par-baked Crust, Deli-Counter Dressed Pizza (single or multi-serve); 4. Frozen, Par-Baked Dressed Pizza (single or multi-serve); 5. Frozen Pizza Pockets (regular or microwave oven); 6. Microwaveable Frozen Dressed Pizza (single or multi serve); 7. Pizza and Pasta Sauce. 8. Raw Dough Balls Page 9 of 9 EX-99.6 8 ex_6.txt EXHIBIT 99.6 Exhibit 6 SERVICE AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUEBEC, AS OF THE 1ST DAY OF MAY 2001 BY AND BETWEEN: PIZZA DONINI.COM INC. Body politic duly constituted according to Law, having its Head Office and principal place of business at 9520 L'Acadie Boulevard, Montreal, Quebec, herein duly represented by Mr. Peter Deros, its representative, duly authorized for these purposes, (hereinafter referred to as "DONINI.COM ") AND: NETOCRAT SERVICES INC./LES SERVICES NETOCRAT INC. Body politic duly constituted according to Law, having its Head Office and principal place of business at 575 Lucien L'Allier, suite 305, Montreal, Quebec, H3C 4L3 herein duly represented by Mr. Ruben Boiardi, its president, duly authorized for these purposes, (hereinafter referred to as "Netocrat") WHEREAS DONINI.COM is a wholly owned subsidiary of Pizza Donini Inc. WHEREAS DONINI.COM wishes to engage the services of NETOCRAT in respect of its call centre, e-commerce centre, network and software requirements and such other duties and services as may be required of it from time to time by the President and Chief Executive Officer of DONINI.COM and/or by the President and Chief Executive Officer of its parent corporation, Pizza Donini Inc., or such other affiliated or related company; WHEREAS Pizza Donini Inc. is a wholly owned subsidiary of Donini, Inc., a New Jersey corporation; WHEREAS NETOCRAT wishes to provide to DONINI.COM under the terms and conditions provided more fully herein; The parties hereby agree as follows: 1. That the preamble to the present Agreement shall form an integral part hereof as if it were recited at length herein for all legal purposes. -1- 2. DONINI.COM hereby engages the services of NETOCRAT in order to develop its network requirements and software requirements, and to manage the implementation process for the call centre and e-commerce centre of DONINI.COM, for a period of three (3) years commencing as and from May 1st, 2001 and terminating April 30, 2004, unless terminated earlier in accordance with the terms hereof. 3. NETOCRAT shall provide to DONINI.COM throughout the term hereof, the services of Ruben Boiardi (hereinafter "Ruben") and during such term, Ruben shall hold the position of Chief Technical Advisor. 4. NETOCRAT shall be responsible for developing the requirements and overseeing the implementation of the current and future network, call centre and e-commerce centre of DONINI.COM, Pizza Donini Inc., Donini, Inc. and/or any other subsidiaries, related or affiliated companies, the whole as may be designated from time to time by the President and Chief Executive Officer of any of such companies. NETOCRAT shall further be responsible for such other related duties, projects or operations as shall be stipulated by the President and Chief Executive Officer of Donini, Inc. without any further consideration. Within the scope of the duties stipulated herein, NETOCRAT shall report directly to the President and Chief Executive Officer of Pizza Donini Inc. 5. In the performance of the duties stipulated herein, NETOCRAT shall put forth its best efforts on a non-exclusive basis for the benefit of DONINI.COM, Pizza Donini Inc., Donini, Inc. and such other subsidiaries and affiliates, and shall conduct itself in a manner consistent with the best interests of DONINI.COM, Pizza Donini Inc., Donini, Inc., such other subsidiaries and affiliates. NETOCRAT shall comply, and shall cause Ruben to comply, with and observe all resolutions, regulations and directives of DONINI.COM, Pizza Donini Inc., Donini, Inc., such other subsidiaries and affiliates, as the case may be. The parties hereby agree that notwithstanding the fact that the services of NETOCRAT are not exclusive to DONINI.COM, Pizza Donini Inc., Donini, Inc. and its subsidiaries and affiliates, the services stipulated herein shall, during the term hereof, be industry exclusive. 6. During the term of this Agreement and for a period of three (3) years thereafter, NETOCRAT and Ruben shall not, directly or indirectly, alone, in concert or partnership with others, through a prete-nom or company either as an employee, director, consultant, shareholder, lender, principal, officer, investor, associate or consultant, compete with the business of DONINI.COM, Pizza Donini Inc., Donini, Inc., its subsidiaries or affiliates, nor shall they offer assistance or advice to any competing business or businesses. NETOCRAT and Ruben (hereto intervening for these and other purposes) hereby acknowledge and agree that any breach of the obligations enumerated herein shall cause irreparable prejudice to DONINI.COM, Pizza Donini Inc., Donini, Inc., its subsidiaries, affiliates. -2- 7. NETOCRAT acknowledges that throughout the term of this Agreement, both NETOCRAT and Ruben shall be privy to confidential information and trade secrets belonging to DONINI.COM, Pizza Donini Inc., Donini, Inc., its subsidiaries, affiliates and related companies as it relates to the products, designs, business plans, contracts, proposals, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information of DONINI.COM, Pizza Donini Inc., Donini, Inc., its subsidiaries or affiliates to which they may have access and the terms and conditions of this Agreement. For and in consideration of the entering into of this Agreement and in consideration of the options and other remuneration granted herein, NETOCRAT and Ruben, hereto intervening, undertake not to divulge any of the aforementioned information to any person, entity, corporation or authority, nor to use such information for their benefit or the benefit of anyone other than DONINI.COM, Pizza Donini Inc., Donini, Inc., its subsidiaries, affiliates and related companies or with their express written consent during the term of this Agreement and at any time thereafter. NETOCRAT and Ruben hereby acknowledge and agree that any breach of the obligations enumerated herein shall cause irreparable prejudice to DONINI.COM, Pizza Donini Inc., Donini, Inc., its subsidiaries, affiliates and related companies. 8. In consideration of the services to be rendered by NETOCRAT, DONINI.COM shall pay to NETOCRAT the following: a) During the first year of the term of this Agreement, a consulting fee of forty-eight thousand dollars ($48,000.00) per year, payable on a monthly basis at the rate of two thousand dollars ($2,000.00) per month for the months of May, June and July 2001, three thousand dollars ($3,000.00) per month for the months of August, September, and October 2001, five thousand dollars ($5,000.00) per month for the months of November and December 2001 and the month of January 2002 and six thousand dollars ($6,000.00) per month for the months of February, March and April 2002. In addition to the said fee, DONINI.COM shall pay to NETOCRAT all applicable goods and services taxes and provincial sales taxes; b) During the first year of the term hereof, an annual expense allowance of eight thousand dollars ($8,000.00) per year, which allowance may not exceed the sum of $700.00 per month. However, the unused portion of any monthly allowance may be accumulated to any future month during the term hereof. NETOCRAT must submit to DONINI.COM monthly detailed expense and automobile expense reports within seven (7) days of the end of each calendar monthly in the manner and form prescribed by DONINI.COM from time to time and such expenses shall be reimbursed to NETOCRAT on a monthly basis within seven (7) days of the receipt of the expense reports for the immediately -3- preceding month. All applicable invoices, statements and bills shall accompany all reports submitted by NETOCRAT to DONINI.COM; c) During the second year of the term of this agreement, an annual consulting fee of sixty-six thousand dollars ($66,000.00) per year, plus all applicable GST and QST, payable on a monthly basis at the rate of five thousand five hundred dollars ($5,500.00) per month, plus GST and QST; d) During the second year of the term of this Agreement, an annual expense allowance of ten thousand dollars ($10,000.00) per year, which allowance may not exceed the sum of $833.33 per month. However, the unused portion of any monthly allowance may be accumulated to any future month during the term hereof. NETOCRAT must submit to DONINI.COM monthly detailed expense and automobile expense reports within seven (7) days of the end of each calendar monthly in the manner and form prescribed by DONINI.COM from time to time and such expenses shall be reimbursed to NETOCRAT on a monthly basis within seven (7) days of the receipt of the expense reports for the immediately preceding month. All applicable invoices, statements and bills shall accompany all reports submitted by NETOCRAT to DONINI.COM; e) During the third year of the term of this agreement, an annual consulting fee of eighty-four thousand dollars ($84,000.00) per year, plus all applicable GST and QST, payable on a monthly basis at the rate of seven thousand dollars ($7000.00) per month, plus GST and QST; f) During the third year of the term of this Agreement, an annual expense allowance of twelve thousand dollars ($12,000.00) per year, which allowance may not exceed the sum of $1,000.00 per month. However, the unused portion of any monthly allowance may be accumulated to any future month during the term hereof. NETOCRAT must submit to DONINI.COM monthly detailed expense and automobile expense reports within seven (7) days of the end of each calendar monthly in the manner and form prescribed by DONINI.COM from time to time and such expenses shall be reimbursed to NETOCRAT on a monthly basis within seven (7) days of the receipt of the expense reports for the immediately preceding month. All applicable invoices, statements and bills shall accompany all reports submitted by NETOCRAT to DONINI.COM; 9. NETOCRAT shall ensure that the services of Ruben are made available to DONINI.COM throughout the entire term hereof. In the event that Ruben is entitled to vacation leave in accordance with any agreement that may -4- exist between NETOCRAT and Ruben, NETOCRAT shall ensure that during the first nine (9) months following the execution of this Agreement, Ruben shall be personally available to NETOCRAT to complete the services outlined herein and during the remainder of the term hereof, Ruben shall remain on call during any vacation leave in order to complete the duties stipulated herein. 10. In addition to the consulting fee outlined in paragraph 8 hereof, NETOCRAT shall be entitled to receive the following shares of common stock and options to purchase common stock of Donini, Inc.: a) On or before August 30th, 2001, fifty thousand (50,000) shares of common stock of Donini, Inc. as fully paid and non-assessable; b) Fifteen (15) months following the effective trading date of the common stock of Donini, Inc. on the Over-the-Counter Bulletin Board or Nasdaq (such effective trading date herein sometimes referred to as the "effective date"), an option to purchase an additional forty thousand (40,000) shares of common stock of Donini, Inc. at a price equal to one hundred and ten percent (110%) of the average closing price of the common stock of Donini, Inc. on the Over-the-Counter Bulletin Board or Nasdaq on the five (5) trading days immediately following the granting of the option described in this subparagraph b), provided however that the exercise price of the stock is not less than fifty percent (50%) of the average of the five (5) highest closing prices during the ninety (90) day period immediately following commencement of trading of the stock of Donini, Inc. on the Over-the-Counter Bulletin Board or Nasdaq, which option may be exercised at any time within twenty-four (24) months following the granting of the option; c) Twelve (12) months following the granting of the option described in sub-paragraph 10b) hereof, an option to purchase fifty thousand (50,000) shares of common stock of Donini, Inc. at one hundred ten percent (110%) of the average closing price of the common stock of Donini, Inc. on the Over-the-Counter Bulletin Board or Nasdaq on the five (5) trading days immediately following the granting of the option described in this subparagraph c), provided however that the exercise price of the stock is not less than fifty percent (50%) of the average of the five (5) highest closing prices during the ninety (90) day period immediately following commencement of trading of the stock of Donini, Inc. on the Over-the-Counter Bulletin Board or Nasdaq, which option may be exercised at any time within twenty-four (24) months following the granting of the option; -5- For the purposes of the stock issuances and options granted pursuant to this paragraph, Donini, Inc. hereby intervenes into the present Agreement and undertakes to issue and grant to NETOCRAT the stock and stock options stipulated herein. All stock issued herein or pursuant to the options granted herein shall be subject to all applicable federal and state securities legislation, regulations and policies, including all rules regarding the disposition of shares by insiders. In the event that NETOCRAT shall cease to provide any of the services outlined hereunder prior to the issuance of any stock or the granting of any of the options described in this paragraph 10, then NETOCRAT shall forfeit the right to receive any stock which has yet to be issued and any option that has yet to be granted by Donini, Inc. In addition, where NETOCRAT has ceased to provide any of the services outlined herein within six (6) months of the granting of any option hereunder, NETOCRAT shall remit to Donini, Inc. for cancellation any option or portion thereof and any shares issued pursuant to such options of portion thereof, prorated to the amount of service provided by NETOCRAT in that year. 11. Upon reasonable notice, DONINI.COM shall be entitled to terminate the present agreement for cause, including, but not limited to the failure of NETOCRAT to fulfil its duties as stipulated herein and to making itself or Ruben sufficiently available for the purposes hereof. In addition, DONINI.COM may terminate this Agreement without notice where either of NETOCRAT or Ruben has breached the obligations of loyalty, non-competition and confidentiality provided herein or those provided in law, or has perpetrated a fraudulent act or omission within the course of the duties and obligations stipulated herein or having a material effect thereon. 12. In the event that DONINI.COM shall terminate this Agreement prior to the expiry of the first year of the term provided herein, DONINI.COM shall pay to NETOCRAT, subject to the provisions hereof, a sum equal to the difference between the aggregate consulting fees received up to the date of termination and the amount calculated as if NETOCRAT were receiving the consulting fee for the first year of the term hereof at the rate of four thousand dollars ($4,000.00) per month. In the event of such a termination, NETOCRAT be entitled to retain or obtain only such stock of Donini, Inc. as is proportionate to the period of the consulting services rendered and shall forfeit the right to receive any further stock or stock options that would otherwise be issued or granted to it by Donini, Inc. pursuant to the terms hereof. -6- 13. In the event that NETOCRAT shall terminate this Agreement or shall cease to provide the services outlined herein, NETOCRAT shall not be entitled to any termination allowance, severance fee, cancellation fee or accelerated consulting fees, or adjustment of consulting fees. Furthermore, NETOCRAT shall not be entitled to retain or obtain any stock of Donini, Inc. and shall forfeit the right to receive any further stock or stock options that would otherwise be issued or granted to it by Donini, Inc. pursuant to the terms hereof. Any stock issued or options granted to NETOCRAT within six (6) months prior to the date of termination of this Agreement by NETOCRAT shall be promptly returned to Donini, Inc., free and clear of any and all rights, charges, hypothecs, liens, options or agreements of any third parties whatsoever. 14. Upon the termination of this Agreement, NETOCRAT shall return, and shall cause Ruben to return, to DONINI.COM all books, records, material, customer and supplier lists, confidential information, franchisee lists and documents and all other material, whether written, electronic or other, in respect of the operations of DONINI.COM, and those of Pizza Donini Inc., Donini, Inc., and of such other subsidiaries, affiliates, franchisees, lenders, suppliers, customers and other business contacts of any nature whatsoever and shall not retain any copies, records or other similar information. 15. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered by registered mail or by messenger, bailiff or any other expedient method to the intended party at the addresses indicated hereinabove, or at such other address as either party may advise the other in writing and such notice shall be deemed to be received on the third (3rd) day following its mailing, where the postal service is in full operation during such entire time, or on the actual date of service or delivery, where the notice is sent by messenger, bailiff or other method of personal delivery. 16. This Agreement shall be interpreted in accordance with the Laws of Quebec and any and all disputes shall be submitted to the appropriate court for the District of Montreal. -7- 17. This Agreement was drafted in English at the request of the parties hereto. La presente Convention a ete redigee en anglais a la demande des parties aux presentes. AND THE PARTIES HAVE SIGNED AT THE PLACE AND AS OF DATE ENUMERATED HEREINABOVE. PIZZA DONINI.COM INC. Per: /s/ PETER DEROS ------------------------- Peter Deros Duly authorized for these purposes NETOCRAT SERVICES INC. Per: /s/ RUBEN BOIARDI ------------------------- Ruben Boiardi /s/ RUBEN BOIARDI ------------------------- RUBEN BOIARDI for the purposes stated herein DONINI, INC. Per: /s/ PETER DEROS ------------------------- Peter Deros, Duly authorized for the purposes stated in paragraph 10 hereof -8- EX-99.7 9 ex_7.txt EXHIBIT 99.7 Exhibit 7 ADDENDUM TO EMPLOYMENT AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUEBEC, AS OF THE 30TH DAY OF MAY 2001 BY AND BETWEEN: PIZZA DONINI.COM INC. Body politic duly constituted according to Law, having its Head Office and principal place of business at 9520 L'Acadie Boulevard, Suite 221, Montreal, Quebec, herein duly represented by Mr. Peter Deros, its representative, duly authorized for these purposes, (hereinafter referred to as "DONINI.COM") AND: SARKIS TSAOUSSIAN residing and domiciled at 561 Carleton, Chomedey, Laval, Quebec, H7W 4R1 (hereinafter referred to as "SARKIS") WHEREAS SARKIS has been an employee of either DONINI.COM or its sole shareholder, Pizza Donini Inc., since 1992 and is currently the President and Chief Operating Officer of DONINI.COM; WHEREAS Pizza Donini Inc. is currently a wholly owned subsidiary of Donini, Inc., a New Jersey corporation; WHEREAS, the parties wish to set forth certain conditions of employment in addition to those currently agreed upon between the parties, the whole as provided more fully herein; The parties hereby agree as follows: 1. That the preamble to the present Agreement shall form an integral part hereof as if it were recited at length herein for all legal purposes. -1- 2. SARKIS shall continue to provide such management and administrative services to DONINI.COM and to such other related and affiliated companies as the Chief Executive Officer of Donini, Inc. shall direct from time to time, including but not limited to Donini, Inc. and Pizza Donini Inc. 3. For services rendered in the past and as an inducement for the continued employment and efforts of SARKIS to DONINI.COM and/or to any of its subsidiaries, affiliates, parent corporation or related companies, DONINI.COM shall cause Donini, Inc., the parent corporation of Pizza Donini Inc., to issue to SARKIS on or before August 30th, 2001 thirty-five thousand (35,000) shares of its common stock, as fully paid and non-assessable. 4. In addition to the stock of Donini, Inc., as stipulated above, and to any remuneration currently received or to be received in the future, SARKIS shall be entitled to receive, the following options to purchase shares of Donini, Inc., the parent corporation of Pizza Donini Inc.: a) Ninety-one (91) days following the commencement of trading (the "effective date") of the stock of Donini, Inc. on the Over-the-Counter Bulletin Board or Nasdaq, SARKIS shall receive an option to purchase a maximum of thirty-five thousand (35,000) shares of common stock of Donini, Inc., at an exercise price equal to 110% of the five (5) day average trading price immediately following the first ninety (90) days of trading of the common stock of Donini, Inc. on the Over-the-Counter Bulletin Board or Nasdaq, provided however that the exercise price of the stock is not less than fifty percent (50%) of the average of the five (5) highest closing prices during the ninety (90) day period immediately following commencement of trading. The option granted may be exercised at any time between the ninety-sixth (96th) day following the effective date and twenty-four (24) months following the granting of the option; b) Twelve (12) months following the granting of the option described in sub-paragraph 4a) hereof, an option to purchase fifty thousand (50,000) shares of common stock of Donini, Inc. at an exercise price equal to 110% of the five (5) day average trading price immediately following the granting of the option described in this sub-paragraph, provided however that the exercise price of the stock is not less than fifty percent (50%) of the average of the five (5) highest closing prices during the ninety (90) day period immediately following commencement of trading, which option may be exercised at any time within twenty-four (24) months following the granting of the said option; -2- c) Twenty-four (24) months following the granting of the option described in sub-paragraph 4a) hereof, an option to purchase seventy-five thousand (75,000) shares of common stock of Donini, Inc. at an exercise price equal to 110% of the five (5) day average trading price immediately following the granting of the option described in this sub-paragraph, provided however that the exercise price of the stock is not less than fifty percent (50%) of the average of the five (5) highest closing prices during the ninety (90) day period immediately following commencement of trading, which option may be exercised within twenty-four (24) months following the granting of the said option; d) For the purposes of the shares of common stock to be issued pursuant to paragraph 4 hereof and for the purposes of the options granted pursuant to sub-paragraphs a), b) and c) hereof, Donini, Inc. hereby intervenes into the present Agreement and undertakes to issue and grant to SARKIS the common stock and options to acquire shares of its common stock. All shares issued pursuant to the terms hereof and to the options granted herein shall be subject to all applicable federal and state securities legislation, regulations and policies, including all rules regarding the disposition of shares by insiders. e) In the event that SARKIS shall cease to provide any services to any of DONINI.COM, its subsidiaries, affiliates, related companies or parent corporations prior to the granting of any of the options described in this paragraph 3 then SARKIS shall forfeit the right to receive any option hereunder that has yet to be granted by Donini, Inc.. 5. During the term of SARKIS' employment with DONINI.COM or any of its subsidiaries, affiliates, parent corporation or related companies and for a period of three (3) years thereafter, SARKIS shall not, directly or indirectly, alone, in concert or partnership with others, through a prete-nom or company either as an employee, director, shareholder, lender, principal, officer, investor, associate or consultant, compete with the business of DONINI.COM, its subsidiaries, affiliates, parent corporation or related companies, nor shall he offer assistance or advice to any competing business or businesses. SARKIS hereby acknowledges and agrees that any breach of the obligations enumerated herein shall cause irreparable prejudice to DONINI.COM, its subsidiaries, affiliates, parent corporation, related companies and the stockholders of the parent corporation. 6. SARKIS acknowledges that during his employment with DONINI.COM, its subsidiaries, affiliates, parent corporation and related companies, he has been and shall continue to be privy to confidential information and trade secrets belonging to DONINI.COM, its subsidiaries, affiliates, parent corporation and related companies as it relates to the products, -3- designs, business plans, contracts, proposals, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information of DONINI.COM, its subsidiaries, affiliates, parent corporation and related companies to which SARKIS may have access and the terms and conditions of this Agreement. For and in consideration of the entering into of this Agreement and in consideration of the options granted herein, SARKIS undertakes not to divulge any of the aforementioned information to any person, entity, corporation or authority, nor to use such information for his benefit or the benefit of anyone other than DONINI.COM, its subsidiaries, affiliates, its parent corporation and related companies at any time during his employment or thereafter. SARKIS hereby acknowledges and agrees that any breach of the obligations enumerated herein shall cause irreparable prejudice to DONINI.COM, its subsidiaries, affiliates, parent corporation and the stockholders of the parent corporation. 7. Upon the termination of this Agreement, SARKIS shall return to DONINI.COM all books, records, material, customer and supplier lists, confidential information, franchisee lists and documents and all other material, whether written, electronic or other, in respect of DONINI.COM's operations and those of subsidiaries, affiliates, parent corporation, related companies, shareholders, franchisees, lenders, suppliers, customers and other business contacts of any nature whatsoever and shall not retain any copies, records or other similar information. 8. This Agreement shall be interpreted in accordance with the Laws of Quebec and any and all disputes shall be submitted to the appropriate court for the District of Montreal. 9. This Agreement was drafted in English at the request of the parties hereto. La presente Convention a ete redigee en anglais a la demande des parties aux presentes. AND THE PARTIES HAVE SIGNED AT THE PLACE AND AS OF DATE ENUMERATED HEREINABOVE. PIZZA DONINI.COM INC. Per: /s/ PETER DEROS ------------------------- Peter Deros Duly authorized for these purposes -4- /s/ SARKIS TSAOUSSIAN ------------------------- SARKIS TSAOUSSIAN DONINI, INC. Per: /s/ PETER DEROS ------------------------- Peter Deros, Duly authorized for the purposes stated herein -5- EX-99.8 10 ex_8.txt EXHIBIT 99.8 Exhibit 8 ADDENDUM TO EMPLOYMENT AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUEBEC, AS OF THE 30TH DAY OF MAY 2001 BY AND BETWEEN: PIZADO FOODS (2001) INC. Body politic duly constituted according to Law, having its Head Office and principal place of business at 4555 Des Grandes Prairies Boulevand, Suite 30, St-Leonard, Quebec, herein duly represented by Mr. Peter Deros, its representative, duly authorized for these purposes, (hereinafter referred to as "PIZADO") AND: THEO KALAITZIS Businessman, residing and domiciled at 12 Garland, Dollard-des-Ormeaux, Quebec, H9G 2B6 (hereinafter referred to as "THEO") WHEREAS THEO has been an employee of either PIZADO or its shareholder, Pizza Donini Inc., since 1987 and is currently the President, Secretary and Chief Operating Officer of PIZADO; WHEREAS Pizza Donini Inc. is currently a wholly owned subsidiary of Donini, Inc., a New Jersey corporation; WHEREAS, the parties wish to set forth certain conditions of employment in addition to those currently agreed upon between the parties, the whole as provided more fully herein; The parties hereby agree as follows: 1. That the preamble to the present Agreement shall form an integral part hereof as if it were recited at length herein for all legal purposes. 2. THEO shall continue to provide such management and administrative services to PIZADO and to such other related and affiliated companies as the Chief Executive Officer of Donini, Inc. shall direct from time to time, including but not limited to Donini, Inc. and Pizza Donini Inc. -1- 3. For services rendered in the past and as an inducement for the continued employment and efforts of THEO to PIZADO and/or to any of its subsidiaries, affiliates, parent corporation or related companies, and in consideration of THEO acting as a director for Donini, Inc., PIZADO shall cause Donini, Inc., the parent corporation of Pizza Donini Inc. to issue to THEO as of the date hereof, seventy-five thousand (75,000) shares of common stock of Donini, Inc., as fully paid and non-assessable. 4. In addition to the stock of Donini, Inc., as stipulated above, and to any remuneration currently received or to be received in the future, THEO shall be entitled to receive, the following options to purchase shares of Donini, Inc.: a) ninety-one (91) days from the effective trading date of the stock of Donini, Inc. on the Over-the-Counter Bulletin Board or Nasdaq, THEO shall receive an option to purchase a maximum of fifty thousand (50,000) shares of common stock of Donini, Inc., at an exercise price equal to 110% of the five (5) day average trading price immediately following the first ninety (90) days of trading of the common stock of Donini, Inc. on the Over-the-Counter Bulletin Board or Nasdaq, provided however that the exercise price of the stock is not less than fifty percent (50%) of the average of the five (5) highest closing prices during the ninety (90) day period immediately following commencement of trading. The option granted may be exercised at any time between the ninety-first (91st) day following the effective date and twenty-four (24) months following the granting of the option; b) Twelve (12) months following the granting of the option described in sub-paragraph 4a) hereof, an option to purchase seventy-five thousand (75,000) shares of common stock of Donini, Inc. at an exercise price equal to 110% of the five (5) day average trading price immediately following the granting of the option described in this sub-paragraph, provided however that the exercise price of the stock is not less than fifty percent (50%) of the average of the five (5) highest closing prices during the ninety (90) day period immediately following commencement of trading, which option may be exercised at any time within twenty-four (24) months following the granting of the said option; c) Twenty-four (24) months following the granting of the option described in sub-paragraph 4a) hereof, an option to purchase one hundred thousand (100,000) shares of common stock of Donini, Inc. at an exercise price equal to 110% of the five (5) day average trading price immediately following the granting of the option described in this sub-paragraph, provided however that the exercise price of the stock is not -2- less than fifty percent (50%) of the average of the five (5) highest closing prices during the ninety (90) day period immediately following commencement of trading, which option may be exercised within twenty-four (24) months following the granting of the said option; d) For the purposes of the shares of common stock to be issued pursuant to paragraph 4 hereof and for a the purposes of the options granted pursuant to sub-paragraphs a), b) and c) hereof, Donini, Inc. hereby intervenes into the present Agreement and undertakes to issue and grant to THEO the common stock and options to acquire shares of its common stock. All shares issued pursuant to the terms hereof or to the options granted herein shall be subject to all applicable federal and state securities legislation, regulations and policies, including all rules regarding the disposition of shares by insiders. e) In the event that THEO shall cease to provide any services to any of PIZADO, its subsidiaries, affiliates, related companies or parent corporations prior to the granting of any of the options described in this paragraph 3 then THEO shall forfeit the right to receive any option hereunder that has yet to be granted by Donini, Inc.. 5. During the term of THEO' employment with PIZADO or any of its subsidiaries, affiliates, parent corporation or related companies and for a period of three (3) years thereafter, THEO shall not, directly or indirectly, alone, in concert or partnership with others, through a prete-nom or company either as an employee, director, shareholder, lender, principal, officer, investor, associate or consultant, compete with the business of PIZADO, its subsidiaries, affiliates, parent corporation or related companies, nor shall he offer assistance or advice to any competing business or businesses. THEO hereby acknowledges and agrees that any breach of the obligations enumerated herein shall cause irreparable prejudice to PIZADO, its subsidiaries, affiliates, parent corporation, related companies and the stockholders of the parent corporation. 6. THEO acknowledges that during his employment with PIZADO, its subsidiaries, affiliates, parent corporation and related companies, he has been and shall continue to be privy to confidential information and trade secrets belonging to PIZADO, its subsidiaries, affiliates, parent corporation and related companies as it relates to the products, designs, business plans, contracts, proposals, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information of PIZADO, its subsidiaries, affiliates, parent corporation and related companies to which THEO may have access and the terms and conditions of this Agreement. For and in consideration of the entering into of this Agreement and in -3- consideration of the options granted herein, THEO undertakes not to divulge any of the aforementioned information to any person, entity, corporation or authority, nor to use such information for his benefit or the benefit of anyone other than PIZADO, its subsidiaries, affiliates, its parent corporation and related companies at any time during his employment or thereafter. THEO hereby acknowledges and agrees that any breach of the obligations enumerated herein shall cause irreparable prejudice to PIZADO, its subsidiaries, affiliates, parent corporation and the stockholders of the parent corporation. 7. Upon the termination of this Agreement, THEO shall return to PIZADO all books, records, material, customer and supplier lists, confidential information, franchisee lists and documents and all other material, whether written, electronic or other, in respect of PIZADO's operations and those of subsidiaries, affiliates, parent corporation, related companies, shareholders, franchisees, lenders, suppliers, customers and other business contacts of any nature whatsoever and shall not retain any copies, records or other similar information. 8. This Agreement shall be interpreted in accordance with the Laws of Quebec and any and all disputes shall be submitted to the appropriate court for the District of Montreal. 9. This Agreement was drafted in English at the request of the parties hereto. La presente Convention a ete redigee en anglais a la demande des parties aux presentes. AND THE PARTIES HAVE SIGNED AT THE PLACE AND AS OF DATE ENUMERATED HEREINABOVE. PIZADO FOODS (2001) INC. Per: /s/ PETER DEROS ------------------------- Peter Deros Duly authorized for these purposes /s/ THEO KALAITZIS ------------------------- THEO KALAITZIS DONINI, INC. Per: /s/ PETER DEROS ------------------------- Peter Deros, Duly authorized for the purposes stated herein -4- EX-99.99 11 ex_9.txt EXHIBIT 99.9 Exhibit 9 PRODUCT DEVELOPMENT, CONSULTING AND BROKERAGE AGREEMENT MADE AND ENTERED IN MONTREAL AS OF THE 30TH DAY OF MAY 2001 BY AND BETWEEN: PIZZA DONINI INC. body politic duly constituted according to Law, having its Head Office and principal place of business at 4555 des Grandes Prairies Blvd., Suite 30, in the City of St. Leonard, Province of Quebec, H1R 1A5, herein duly represented by Mr. Peter Deros, its representative, duly authorized for these purposes as he so declares, HEREINAFTER REFERRED TO AS "DONINI" ----------------------------------- AND: 9078-1881 QUEBEC INC., operating under the name and style of NANNI MARKETAL, body politic duly constituted according to Law, having its Head Office and principal place of business at 2507 Charland Street, Suite 200, Montreal, Quebec, H1Z 1C4, herein duly represented by Mr. Phillip Nanni, its representative, duly authorized for these purposes as he so declares, HEREINAFTER CALLED "NANNI" -------------------------- WHEREAS NANNI is in the brokerage, consulting and food product development business within the food industry; WHEREAS NANNI has developed a pizza dough formula for a self-rising frozen fully-topped or non-topped pizza product for DONINI and has assisted DONINI in developing certain other products; WHEREAS pursuant to the terms of a letter dated March 23rd, 2000 and accepted by NANNI on March 27th, 2000, the parties undertook to enter into an agreement in respect of product development, consulting and brokerage services to be rendered by NANNI to DONINI; WHEREAS in furtherance of the obligations outlined in the letter of March 23rd, 2000, DONINI hereby retains the services of NANNI for the purposes specified herein, the whole under the terms and conditions outlined more fully below; Page 1 NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the Premises and the mutual covenants herein contained, the parties hereto covenant and agree with each other as follows: 1. The preamble to the present Agreement shall form an integral part hereof as if it were recited at length herein for all legal purposes. 2. DONINI, on a non-exclusive basis, hereby engages the services of NANNI within the territory of Canada, the United States of America, South America, Europe and the Far East (herein referred to as the "Territory") for the purposes of the consultation, the development and brokerage of certain products developed by NANNI and listed more fully in Schedule "A" annexed hereto ("Products") and of any new products that may be developed by NANNI during the term hereof with the cooperation of and/or for the benefit of DONINI, its subsidiaries and affiliates, within the market sectors enumerated in Schedule "B" annexed hereto. In respect of the development of any new products by NANNI as stipulated above during the term hereof, the parties shall amend Schedule "A" to include such new products and such products shall form part of the Products and be subject to the terms hereof. In the event that during the term hereof DONINI shall market or sell the Products through a division or subsidiary, DONINI shall cause such entity to use the services of NANNI as provided herein. 3. NANNI shall provide to DONINI (or to such other entity as DONINI shall stipulate) the services of Mr. Phillip Nanni, who shall provide consulting services to DONINI in respect of the Products and develop, either independently or together with DONINI, its subsidiaries, nominees and employees, the Products in accordance with and to the satisfaction of DONINI's specifications and requirements, or those of its subsidiaries. NANNI hereby acknowledges that DONINI and its subsidiaries have developed their own formulas, recipes and products, which formulas, recipes and products are and shall remain the exclusive property of DONINI or its subsidiaries, as the case may be. 4. In addition, NANNI shall actively and diligently act as master broker for DONINI in respect of the Products within the Territory with a view to acquiring new clients for DONINI, maintaining a satisfactory relationship with such clients and with other brokers and sub-brokers as permitted herein, and ensuring a proper production, distribution, purchasing and invoicing network in respect of the sale of the Products. The parties hereby agree that all billable sales of the Products listed in Schedule "A" generated by DONINI, its subsidiaries, outside agents and vendors must be processed through NANNI. Page 2 Within the scope of its duties, NANNI may, with the approval of DONINI, acting reasonably or pursuant to any business reason, work with existing and other brokers (including sub-brokers) within a specific territory or market and shall make and advise DONINI of all arrangements made with such brokers in respect of the commission payable by DONINI. In such circumstances, NANNI shall be solely responsible for the payment of the commission payable to all other brokers and the commission payable by DONINI to NANNI shall not exceed five percent (5%) of the net sale price of the Products as defined hereinbelow. In addition, within the scope of its duties, NANNI may use the services of sub-brokers who are specifically approved by DONINI in writing and in advance and NANNI shall be solely responsible for their remuneration, to the complete exoneration of DONINI. 5. Save and except where the present agreement is terminated as provided herein, the term of this agreement shall be for the period commencing on the date of signature of the present agreement and terminating on May 31st, 2004, and shall be renewed thereafter for successive periods of twelve (12) months each unless either party has advised the other by written notice at least thirty (30) days prior to the expiry of the then current term, that it wishes to terminate the Agreement upon the expiry date. In the event that NANNI defaults in its obligations hereunder, this agreement may be terminated by DONINI upon written notice to NANNI. NANNI shall be deemed to be in default where, among other things, it fails to perform any of its duties hereunder as required, where it fails or neglects to deal with DONINI, its subsidiaries, affiliates and clients, suppliers, manufacturers, distributors and employees, and with other brokers and sub-brokers, in good faith or in a business-like manner (with a view to fostering the interests of DONINI, its subsidiaries and affiliates and the Products), where it breaches any obligation of confidentiality and non-disclosure, where it becomes bankrupt or insolvent within the meaning of the Bankruptcy and Insolvency Act or any other similar legislation, where it makes an assignment of its property for the benefit of its creditors or avails itself of any legislation or process for the arrangement of its debts and obligations with its creditors, where it assigns, transfers, sells, hypothecates or otherwise alienates this Agreement or any of the rights or obligations ensuing therefrom to any person or entity without the prior written express consent of DONINI, where it loses or abandons its status as a corporation within the meaning of any applicable legislation, where there is a change of control, either directly or indirectly, without the prior written consent of DONINI, where a liquidator, administrator, trustee or other person or entity is appointed for the sale, liquidation, administration or management of its affairs or where its assets are seized, attached or become subject for sale by bailiff or other similar proceedings and such seizure, attachment or sale is not dismissed in a timely fashion. In the event that DONINI shall default in its obligations hereunder, this agreement may be terminated by NANNI upon written notice to DONINI. DONINI shall be deemed to be in default where it fails to perform any of its duties hereunder as required, or where it becomes Page 3 bankrupt or insolvent within the meaning of the Bankruptcy and Insolvency Act, or any other similar legislation, where it makes an assignment of its property for the benefit of its creditors or avails itself of any legislation or process for the arrangement of its debts and obligations with its creditors, where it loses or abandons its status as a corporation within the meaning of any applicable legislation, where a liquidator, trustee or other person or entity is appointed for the sale or liquidation of all or a substantial part of its assets and such appointment is not rescinded or quashed. In addition to the above, NANNI shall have the option to terminate the present Agreement if within six (6) months of the date hereof, DONINI fails to become an actively trading company on the Over-the-Counter Bulletin Board or NASDAQ. 6. In consideration of NANNI's services as outlined more fully above, the following compensation shall be remitted to NANNI and such other individuals specified below: 6.1 On or before August 30th, 2001, one hundred thousand (100,000) shares of common stock of Donini, Inc., a New Jersey corporation, hereto intervening for these purposes, as fully paid and non-assessable. The parties hereby agree that in the event that this agreement shall terminate for any reason, the provisions of this paragraph 6.1 shall survive the termination. 6.2 Ninety-one (91) days following the effective trading date upon which the stock of Donini, Inc. begins trading on the Over-the-Counter Bulletin Board or Nasdaq (herein referred to as the "effective date"), a non-recurring three (3) year option to purchase an additional one hundred and fifty thousand (150,000) shares of common stock of Donini, Inc. at a price equal to seventy-five percent (75%) of the average closing price of the common stock of Donini, Inc. on the Over-the-Counter bulletin board or Nasdaq on the five (5) trading days immediately following the first ninety (90) days of trading of the stock, which option may be exercised at any time within thirty-six (36) months following the granting of the option. The parties hereby agree that in the event that this agreement shall terminate for any reason, the option granted in this paragraph 6.2 shall survive the termination and continue for the term provided in this paragraph; 6.3 Twelve (12) months following the granting of the option stipulated in sub-paragraph 6.2 hereof, a non-recurring two (2) year option to purchase an additional fifty thousand (50,000) shares of common stock of Donini, Inc. at a price equal to seventy-five percent (75%) of the average trading price during the five (5) day period immediately following the granting of the option described in this sub-paragraph 6.3, which option may be exercised at any time within twenty-four (24) months following the granting of the option. The parties hereby agree that in the event that the Agreement is terminated for any reason, the option granted in paragraph 6.3 of this Agreement shall survive the termination of the Agreement and continue for the term provided in this paragraph; Page 4 6.4 Twenty-four (24) months following the granting of the option described in sub-paragraph 6.2, a non-recurring two (2) year option to purchase an additional fifty thousand (50,000) shares of common stock of Donini, Inc. at a price equal to seventy-five percent (75%) of the average trading price during the five (5) day period immediately following the granting of the option described in this sub-paragraph 6.4, which option may be exercised at any time within twenty-four (24) months following the granting of the option. The parties hereby agree that in the event that the Agreement is terminated for any reason, the option granted in paragraph 6.4 of this Agreement shall survive the termination of the Agreement and continue for the term provided in this paragraph; 6.5 Ninety-one (91) days following the effective date, a non-recurring three (3) year option to purchase seventy-five thousand (75,000) shares of common stock of Donini, Inc. to be granted to Mr. Jean Gadoua, businessman, in consideration of consulting services rendered by Mr. Gadoua to NANNI, exercisable at a price equal to seventy-five percent (75%) of the average closing price of the common stock of Donini, Inc. on the Over-the-Counter bulletin board of Nasdaq on the five (5) trading days immediately following the first ninety (90) days of trading of the stock, which option may be exercised at any time within thirty-six (36) months following the granting of the option. The parties hereby agree that in the event that this agreement shall terminate for any reason, the option granted in this paragraph 6.5 shall survive the termination and continue for the term provided in this paragraph; 6.6 Ninety-one (91) days following the effective date, a non-recurring three (3) year option to purchase twenty-five thousand (25,000) shares of common stock of Donini, Inc. to be granted to Mrs. Manon Robillard, businesswoman, in consideration of consulting services rendered by Mrs. Robillard to NANNI, exercisable at a price equal to seventy-five percent (75%) of the average closing price of the common stock of Donini, Inc. on the Over-the-Counter bulletin board of Nasdaq on the five (5) trading days immediately following the first ninety (90) days of trading of the stock, which option may be exercised at any time within thirty-six (36) months following the granting of the option. The parties hereby agree that in the event that this agreement shall terminate for any reason, the option granted in this paragraph 6.6 shall survive the termination and continue for the term provided in this paragraph; 6.7 A brokerage commission to NANNI from DONINI or its subsidiaries, as the case may be, equal to five percent (5%) of regional, national and international accounts based on the net sale price of the Products sold to customers (i.e., net of any applicable taxes and the costs of any programs offered to clients such as rebates, volume or advertising allowances or other similar inducements) introduced by NANNI to DONINI or where NANNI has actively rendered services as a master broker. Page 5 All commissions, fees, remuneration or amounts owing to any other brokers or sub-brokers chosen by NANNI and approved by DONINI shall be payable by NANNI from and be inclusive of the five percent (5%) commission payable to NANNI herein. All commissions, fees, remuneration or amounts owing to any other broker or sub-brokers chosen by DONINI shall be payable by DONINI and DONINI shall ensure that all other brokers and sub-brokers shall process all orders and sales through NANNI in order that NANNI may ensure a sufficient and reasonably acceptable production and distribution flow of the Products. In the event that the Products are sold pursuant to the efforts of a third party broker, sub-broker or other person without any involvement or effort on the part of NANNI, NANNI shall receive a total commission equal to one percent (1%) of the net sale price of such Products. In the event that the Products are sold pursuant to the efforts of a broker or sub-broker or other person chosen by DONINI with the involvement of NANNI, NANNI shall receive a total commission equal to two percent (2%) of the net sale price of such Products. The parties hereby acknowledge and agree that all commissions payable by DONINI in respect of the sale of any Products shall never exceed five percent (5%) of the net sale price of the Products and that the commission payable to NANNI shall not be less than the percentage set forth above according to the different scenarios of the sale of the Products, unless the parties shall otherwise agree; 6.8 The parties hereby agree that NANNI shall receive no commission pursuant to subparagraph 6.7 hereof in respect of sales and distribution of any product to existing clients of DONINI and/or its subsidiaries and affiliates, and of existing 32 DONINI franchisee or licensee locations or any market serviced by DONINI, its subsidiaries or affiliates as of the date hereof save and except for a total commission of two percent (2%) of the net sale price on the sale of any Products developed by NANNI, as NANNI shall continue to ensure that the production and distribution flow of such Products is adequate and that the said Products are delivered as required. In respect of any new DONINI franchise or licensee or any other brand name concept and/or location owned and/or operated by DONINI, its subsidiaries or affiliates after the date hereof, NANNI shall receive a commission of five percent (5%) of the net sale price (as defined in this agreement) of the Products developed by NANNI and the parties hereby confirm that such sales shall be processed through NANNI; 6.9 All commissions owing hereunder shall be paid to NANNI within five (5) business days after receipt of the Products by the clients introduced to it by NANNI. All orders and clients obtained by NANNI shall be submitted to DONINI, its subsidiaries and / or affiliates, as the case may be, who Page 6 shall review the orders, the conditions attached thereto and/or the creditworthiness of the clients from time to time, and may accept or refuse any order or client at their discretion. All orders of the Products shall be submitted by clients in the manner described in Schedule "C" annexed hereto and payment of the commission shall be as provided therein unless the parties shall otherwise agree. 6.10 In the event that DONINI, its subsidiaries and/or affiliates determine that a client or order is considered doubtful or where a client becomes delinquent at any time, and DONINI so advises NANNI prior to accepting such order, the parties shall agree to such terms and conditions as may be acceptable, including such conditions providing for the payment of commissions by DONINI to NANNI only at such time as DONINI shall have received and confirmed payment for the order(s) in question; 6.11 For the purposes of the issuance of the common stock pursuant to sub-paragraph 6.1 and the options granted pursuant to sub-paragraphs 6.2, 6.3, 6.4, 6.5 and 6.6 hereof, Donini, Inc. hereby intervenes into the present Agreement and undertakes to issue the stock and grant to the individuals or entities stipulated the options to acquire shares of its common stock. All options granted and any shares so issued shall be subject to all applicable federal and state securities legislation, regulation and policy, including all rules regarding the disposition of shares by insiders. 7. The development of all Products enumerated in Schedule "A" annexed hereto and the development of any new products during the term of this Agreement, shall be conducted by NANNI in the premises of DONINI, its subsidiaries or affiliates or at such premises recommended by NANNI and approved by DONINI and/or its subsidiaries and affiliates, as applicable. DONINI, its subsidiaries and/or affiliates, as the case may be, shall assume the cost of such ingredients and products recommended by NANNI and supplied by DONINI and/or its subsidiaries and affiliates, and shall further provide at its own cost, if required by NANNI, the assistance of such officers, directors or personnel of DONINI, its subsidiaries and affiliates, subject to availability. 8. NANNI shall be entitled to make recommendations to DONINI and its subsidiaries in respect of decisions affecting the location where the Products and any new products developed during the term hereof will be manufactured and assembled. 9. NANNI shall not divulge, submit, reveal or otherwise use any recipes, formulas, confidential information, client lists, contacts, sales lists, trade secrets or processes formulated for DONINI and/or its subsidiaries or otherwise disclosed to it by DONINI, its subsidiaries, their agents, employees and officers other than for the benefit of DONINI, its successors, parent, shareholders, subsidiaries and affiliated companies. DONINI and/or its designated subsidiaries shall become the exclusive owners of all recipes and formulas developed by Page 7 NANNI concurrently with the effective date on which Donini, Inc. begins trading on the Over-the-Counter Bulletin Board or Nasdaq and the delivery to NANNI of the stock and option and to its consultants, of the options stipulated in paragraph 6 hereof. In addition, DONINI shall and its subsidiaries and affiliates shall become the exclusive owners of any new recipes, products or formulas developed by NANNI during the term hereof as developed, with the cooperation of and/or for the benefit of DONINI, its subsidiaries and affiliates. For the purposes of this provision, Donini, Inc. hereby intervenes and undertakes to deliver the stock and options as provided in this Agreement. NANNI shall not disclose the contents of this Agreement to any third party whatsoever without the prior written consent of DONINI, its successors, shareholders, subsidiaries and/or parent corporation as the case may be. 10. This Agreement is personal to NANNI. NANNI shall not transfer, hypothecate, sell, assign or otherwise alienate this Agreement or any of the rights ensuing thereform without the express prior written consent of DONINI, its successor or assigns. Any violation of this provision shall constitute a default under this Agreement resulting in its immediate termination. Any change of control of NANNI shall constitute an assignment hereunder. 11. In the event that Mr. Phillip Nanni resigns, becomes unable to perform his duties to DONINI or ceases to act for any reason as an officer, director, employee or shareholder of NANNI, NANNI shall be in default in respect of its obligations to provide product development and consulting services to DONINI hereunder. 12. The present agreement cancels, supersedes and replaces all previous agreements, understandings, instruments and contracts that may exist between the parties, whether verbal or written. 13. The present Agreement shall enure and be binding upon the parties hereto, their legal representatives, successors and permitted assigns. 14. The parties hereto do hereby declare that at their request, the present Agreement has been drafted and executed in the English language, and that they further request that all further communications relating thereto may be sent to them in the English language; QUE les parties aux presentes declarent qu'a leur demande, le present document a ete redige en langue anglaise et aussi a leur demande, que toutes autres communications relativement a ce document puissent etre redigees dans la langue anglaise. 15. All shares so issued shall be subject to all applicable federal and state securities legislation, regulation and policy, including all rules regarding the disposition of shares by insiders. Page 8 16. NANNI shall not disclose the contents of this agreement to any third party whatsoever without the prior written consent of DONINI, its successors, shareholders, subsidiaries and/or parent corporation as the case may be. 17. This Agreement and the rights ensuing therefrom are personal to NANNI. NANNI shall not transfer, hypothecate, sell, assign or otherwise alienate this Agreement or any of the rights ensuing thereform without the express prior written consent of DONINI, its successor or assigns. Any violation of this provision shall constitute a default under this Agreement resulting in its immediate termination. Any change of control of NANNI shall constitute an assignment hereunder. 18. The present Agreement shall enure and be binding upon the parties hereto, their legal representatives, successors and permitted assigns. IN WITNESS WHEREOF THE PARTIES AND INTERVENANT HAVE SIGNED AT MONTREAL AS OF THE DATE INDICATED HEREINABOVE. PIZZA DONINI INC. Per: /s/ PETER DERSO /s/ SUSAN BORODAY ------------------------- ------------------------- PETER DEROS Witness duly authorized for these purposes 9078-1881 QUEBEC INC. (operating under the name and style of NANNI MARKETAL) Per: /s/ PHILLIP NANNI /s/ MARY PEHLIVANIAN ------------------------- ------------------------- PHILLIP NANNI Witness duly authorized for these purposes DONINI, INC. (Intervenant) Per: /s/ PETER DEROS /s/ SUSAN BORODAY ------------------------- ------------------------- PETER DEROS Witness duly authorized solely for the purposes stated in subparagraphs 6.1, 6.2, 6.3, 6.4, 6.5, 6.6 and 9 hereof Page 9 SCHEDULE "A" PRODUCTS DEVELOPED OR TO BE DEVELOPED BY NANNI PURSUANT TO PRODUCT DEVELOPMENT, CONSULTING AND BROKERAGE AGREEMENT -------------------------------------------------------------------------------- 1. Frozen Pizza Shells - Regular and Self-Rising; 2. Refrigerated and/or Frozen Raw Dressed Self-Rising Pizza (single or multi-serve); 3. Refrigerated, Par-baked Crust, Deli-Counter Dressed Pizza (single or multi-serve); 4. Frozen, Par-Baked Dressed Pizza (single or multi-serve); 5. Frozen Pizza Pockets (regular or microwave oven); 6. Microwavable Frozen Dressed Pizza (single or multi serve); 7. Pizza and Pasta Sauces. 8. Raw Dough Balls The parties hereby specifically exclude any and all products developed by DONINI, its subsidiaries and/or affiliates from the application of this Agreement including, but not limited to the products enumerated in items 7 and 8 above, and such new products as may be developed by DONINI, its subsidiaries and/or affiliates from time to time, without the assistance of NANNI. Page 10 SCHEDULE "B" MARKETS SECTORS TO BE DEVELOPED BY NANNI -------------------------------------------------------------------------------- Retail Sector ------------- - Supermarkets - Convenience Stores - Movie and Video Rental Stores Food Service Sector ------------------- - Restaurant Chains - Travel catering industry (airline, railway, overland and sea) - Government Tender Business (armed forces, health services, prisons) Page 11 SCHEDULE "C" ------------ FLOW OF ORDERS AND PAYMENT -------------------------- (to be provided by NANNI) ------------------------- Page 12 EXTRACT OF A RESOLUTION OF THE DIRECTORS OF THE COMPANY, PIZZA DONINI INC. -------------------------------------------------------------------------- ADOPTED ON THE 20th DAY OF MARCH 2001 ------------------------------------- IT WAS RESOLVED; ---------------- "THAT Mr. Peter Deros, a representative of the Company, be duly authorized for and on behalf of the Company, to enter into a Product Development, Consulting and Brokerage Agreement by and between Pizza Donini Inc. and 9078-1881 Quebec Inc. (operating under the name and style of Nanni Marketal), the whole in accordance with the terms and conditions of a draft agreement submitted to the directors for their approval. THAT said representative be duly authorized for and on behalf of the Company, to sign any and all documents necessary in order to give full effect to the foregoing." CERTIFIED TRUE EXTRACT /s/ PETER DEROS ------------------------- SECRETARY Page 13 EXTRACT OF A RESOLUTION OF THE DIRECTORS OF THE COMPANY, 9078-1881 QUEBEC INC. ------------------------------------------------------------------------------ ADOPTED ON THE 20th DAY OF MARCH 2001 ------------------------------------- IT WAS RESOLVED; ---------------- "THAT Mr. Phillip Nanni, a representative of the Company, be duly authorized for and on behalf of the Company, to enter into a Product Development, Consulting and Brokerage Agreement by and between Pizza Donini Inc. and 9078-1881 Quebec Inc. (operating under the name and style of Nanni Marketal), the whole in accordance with the terms and conditions of a draft agreement submitted to the directors for their approval. THAT said representative be duly authorized for and on behalf of the Company, to sign any and all documents necessary in order to give full effect to the foregoing." CERTIFIED TRUE EXTRACT /s/ MARCEL CHARBONNEAU ------------------------- SECRETARY Page 14 EXTRACT OF A RESOLUTION OF THE DIRECTORS OF THE CORPORATION, DONINI, INC. ------------------------------------------------------------------------- ADOPTED ON THE 20th DAY OF MARCH 2001 ------------------------------------- IT WAS RESOLVED; ---------------- "THAT Mr. Peter Deros, a representative of the Corporation, be duly authorized for and on behalf of the Corporation, to enter into a Product Development, Consulting and Brokerage Agreement by and between Pizza Donini Inc. and 9078-1881 Quebec Inc. (operating under the name and style of Nanni Marketal), the whole in accordance with the terms and conditions of a draft agreement submitted to the directors for their approval. THAT said representative be duly authorized for and on behalf of the Corporation, to sign any and all documents necessary in order to give full effect to the foregoing." CERTIFIED TRUE EXTRACT /s/ CATHERINE PANTOULIS ------------------------- SECRETARY Page 15