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