EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into this ____ day of ____________, 1997, effective September __, 1997, by and between A One A Produce & Provisions, Inc., a Florida corporation (the "Company") and Kenneth Cohen...Employment Agreement • April 15th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is entered into this 31 day of December, 1997, by and between D.M.S. FOOD DISTRIBUTORS, INC., a Florida corporation doing business as Gourmet Distributors ("Seller"), PHYLLIS FORSTEIN...Asset Purchase Agreement • April 28th, 1998 • Terrace Holdings Inc • Retail-eating places
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTSecurity Agreement • July 30th, 1998 • Terrace Holdings Inc • Retail-eating places • New York
WITNESSETH:Agreement • April 28th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
RECITALS:Agreement • January 29th, 1998 • Terrace Holdings Inc • Retail-eating places • New York
AGREEMENT ---------Agreement - • August 11th, 1998 • Terrace Holdings Inc • Retail-eating places • New York
EXHIBIT 10.6 STOCK PURCHASE AGREEMENT BY AND BETWEEN TERRACE HOLDINGS, INC. A DELAWARE CORPORATION,Stock Purchase Agreement • April 15th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
EXHIBIT 10.5 SUBLICENSE AGREEMENT -------------------- This Sublicense Agreement is made as of the day of December, 1996 by and between FRANCHISE ASSOCIATES, INC., a Delaware corporation (hereinafter "FAI") and DOWNEAST FROZEN DESSERTS, L.L.C. a...Sublicense Agreement • April 15th, 1997 • Terrace Holdings Inc • Retail-eating places • Massachusetts
EXHIBIT 10.22Option Agreement • July 8th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
EXHIBIT 10.6 ASSIGNMENT AND ASSUMPTION OF ---------------------------- SUBLICENSE AGREEMENT --------------------Assignment and Assumption • April 15th, 1997 • Terrace Holdings Inc • Retail-eating places
EXHIBIT 10.1 E M P L O Y M E N T A G R E E M E N T THIS AGREEMENT is made and entered into as of the ____ day of June, 1998, by and among Terrace Holdings, Inc., a Delaware corporation ("Company"), _____________________________, a ______________...Terrace Holdings Inc • July 30th, 1998 • Retail-eating places • Florida
EXHIBIT 2.2 MANAGEMENT AGREEMENT -------------------- This Management Agreement is made as of March 2, 1998, between Terrace Holdings, Inc. ("Terrace"), and Samuel H. Lasko or his designee ("Manager"). WHEREAS, Terrace wholly owns The Lasko Companies,...Management Agreement • March 19th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
EXHIBIT 10.2 E M P L O Y M E N T A G R E E M E N T --------------------------------------- THIS AGREEMENT is made and entered into as of the 17th day of July, 1997, effective July 1, 1997, by and between Terrace Holdings, Inc., a Delaware corporation...Agreement • April 15th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
TERRACE HOLDINGS, INC.Terrace Holdings Inc • April 15th, 1997 • Retail-eating places
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Terrace Holdings, Inc., ("Assignor"), having on January 16, 1996, been assigned by International Tours & Catering by Ambassador, Inc. ("International") all rights, title, and interest in a contract dated December 21, 1995, (the "Passover Contract") between International and Rye Town Hilton, (the "Hotel"), (A copy of the January 16, 1996 Assignment of Contract is attached hereto as Exhibit A), does hereby assign, transfer, convey, and deliver unto its wholly owned subsidiary, The Lasko Family Kosher Tours, Inc., ("Assignee") and its respective successors and assigns, all of the rights, obligations, title, and interest of Assignor in and with respect to the Passover Contract, a copy of which is attached hereto as Exhibit B.
EXHIBIT 10.22Option Agreement • April 29th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
ASSET ACQUISITION AGREEMENT BY AND BETWEEN TERRACE HOLDINGS, INC. A DELAWARE CORPORATION, AND A ONE A WHOLESALE PRODUCE, INC., A FLORIDA CORPORATIONAsset Acquisition Agreement • April 15th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
ASSET ACQUISITION AGREEMENT BY AND BETWEEN TERRACE HOLDINGS, INC. A DELAWARE CORPORATION,Asset Acquisition Agreement • August 11th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
LOGO] AGREEMENT, made the day of MARCH 1998 in the State of FLORIDA between THE LASKO COMPANIES, INC. whose address is 1351 N.W. 22nd Street, Pompano Beach, FL 33069 STEVEN NEWMAN OR CORPORATION TO BE FORMED hereinafter called the Transferor, and...Agreement • April 28th, 1998 • Terrace Holdings Inc • Retail-eating places
March 31, --------- 1 9 9 8 1 9 9 7 ------- ------- Weighted average: Weight Average Shares Outstanding Disregarding Potentially Dilutive Common Stock Purchased Warrants 5,111,383 4,306,400Terrace Holdings • July 8th, 1998 • Terrace Holdings Inc • Retail-eating places
[1] Warrants to purchase common shares are excluded from the calculation as they are considered anti-dilutive. However, if effect was given to the exercise of all such warrants, common shares outstanding would have been increased by 9,488,450.
EXHIBIT 10.4 ASSET ACQUISITION AGREEMENTAsset Acquisition Agreement • April 15th, 1997 • Terrace Holdings Inc • Retail-eating places • Florida
RECITALS --------Agreement to Sell and Purchase • March 19th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
JT 1335 1/2 COPYRIGHT, 1930. BY DWIGHT & M. H. JACKSON CHICAGO PATENT PENDINGTerrace Holdings Inc • July 8th, 1998 • Retail-eating places
SHARES OF THE PREFERRED STOCK OF Terrace Holdings, Inc. transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon the surrender of this Certificate properly endorsed.
RECITALS --------9 Agreement • April 15th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
EXHIBIT 10.8 GUARANTY --------Terrace Holdings Inc • April 15th, 1998 • Retail-eating places • Virginia
EXHIBIT 10.10 MANAGEMENT AGREEMENT -------------------- This Management Agreement is made as of March 2, 1998, between Terrace Holdings, Inc. ("Terrace"), and Samuel H. Lasko or his designee ("Manager"). WHEREAS, Terrace wholly owns The Lasko...Management Agreement • April 15th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
February 14, 1997 Terrace Holdings, Inc. 2699 Stirling Road Suite C-405 Fort Lauderdale, FL 33312 Re: Amendment to Employment Agreement Ladies and Gentlemen: Reference is made to that certain Employment Agreement, made and entered into as of September...Terrace Holdings Inc • January 29th, 1998 • Retail-eating places
Reference is made to that certain Employment Agreement, made and entered into as of September 1, 1995, effective September 1, 1995, by and between Terrace Holdings, Inc., a Delaware corporation (the "Company") and myself. In consideration of the issuance to me of warrants to purchase 750,000 shares of the Company's common stock, upon the terms and conditions set forth in that certain Amendment to Asset Acquisition Agreement dated as of December 9, 1996, by and between the Company and DownEast Frozen Desserts, LLC, I hereby agree that Paragraph 10 of my Employment Agreement is deleted in its entirety and of no further force or effect. In all other respects, my Employment Agreement, as hereby amended, shall remain in full force and effect.
February 17, 1997 Terrace Holdings, Inc. 2699 Stirling Road Suite C-405 Fort Lauderdale, FL 33312 Re: Amendment to Employment Agreement Ladies and Gentlemen: Reference is made to that certain Employment Agreement, made and entered into as of September...Terrace Holdings Inc • January 29th, 1998 • Retail-eating places
Reference is made to that certain Employment Agreement, made and entered into as of September 1, 1995, effective September 1, 1995, by and between Terrace Holdings, Inc., a Delaware corporation (the "Company") and myself. In consideration of the issuance to me of warrants to purchase 750,000 shares of the Company's common stock, upon the terms and conditions set forth in that certain Amendment to Asset Acquisition Agreement dated as of December 9, 1996, by and between the Company and DownEast Frozen Desserts, LLC, I hereby agree that Paragraph 10 of my Employment Agreement is deleted in its entirety and of no further force or effect. In all other respects, my Employment Agreement, as hereby amended, shall remain in full force and effect.
WITNESSETHInvestment Banking Agreement • April 15th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
LOGO OF GFC]Terrace Holdings Inc • December 1st, 1997 • Retail-eating places
ASSIGNMENT ----------Terrace Holdings Inc • April 15th, 1997 • Retail-eating places
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Terrace Holdings, Inc., ("Assignor"), having on January 16, 1996, been assigned by International Tours & Catering by Ambassador, Inc., ("International"), all rights, title, and interest in a contract dated April 19, 1994, (the "Passover Contract") by and between International and the Fontainebleau Hilton Resort & Spa, (the "Hotel"), (A copy of the January 16, 1996 Assignment of Contract is attached hereto as Exhibit A), does hereby assign, transfer, convey, and deliver unto its wholly owned subsidiary, The Lasko Family Kosher Tours, Inc., ("Assignee") and its respective successors and assigns, all of the rights, obligations, title, and interest of Assignor in and with respect to the Passover Contract, a copy of which is attached hereto as Exhibit B.
