Terrace Holdings Inc Sample Contracts

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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 4,306,400
Exhibit • 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 10.6 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
TERRACE HOLDINGS, INC.
Assignment • April 15th, 1997 • Terrace Holdings Inc • 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.

JT 1335 1/2 COPYRIGHT, 1930. BY DWIGHT & M. H. JACKSON CHICAGO PATENT PENDING
Stock Certificate • July 8th, 1998 • Terrace Holdings Inc • 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.

EXHIBIT 10.22
Option Agreement • July 8th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Revolving Credit, Term Loan and Security Agreement • July 30th, 1998 • Terrace Holdings Inc • Retail-eating places • New York
WITNESSETH:
Sale of Assets Agreement • April 28th, 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
EXHIBIT 10.6 ASSIGNMENT AND ASSUMPTION OF ---------------------------- SUBLICENSE AGREEMENT --------------------
Sublicense Agreement • April 15th, 1997 • Terrace Holdings Inc • Retail-eating places
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...
Employment Agreement • January 29th, 1998 • Terrace Holdings Inc • 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.

WITNESSETH
Investment Banking Agreement • April 15th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
RECITALS --------
Agreement to Sell and Purchase • March 19th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
EXHIBIT 10.4 ASSET ACQUISITION AGREEMENT
Asset Acquisition Agreement • April 15th, 1997 • Terrace Holdings Inc • Retail-eating places • Florida
RECITALS:
Agreement to Assign • January 29th, 1998 • Terrace Holdings Inc • Retail-eating places • New York
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ASSET ACQUISITION AGREEMENT BY AND BETWEEN TERRACE HOLDINGS, INC. A DELAWARE CORPORATION,
Asset Acquisition Agreement • March 5th, 1997 • Terrace Holdings Inc • Retail-eating places • Florida
RECITALS --------
Agreement to Sell and Purchase • April 15th, 1998 • Terrace Holdings Inc • Retail-eating places • Florida
EXHIBIT 10.8 GUARANTY --------
Guaranty • April 15th, 1998 • Terrace Holdings Inc • Retail-eating places • Virginia
LOGO OF GFC]
Engagement Letter and Fee Agreement for Financial Communication Services • December 1st, 1997 • Terrace Holdings Inc • Retail-eating places
AGREEMENT ---------
Convertible Subordinated Notes and Warrants Agreement • August 11th, 1998 • Terrace Holdings Inc • Retail-eating places • New York
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