Exhibit 2 --------- SHARE PURCHASE AGREEMENT ------------------------ THIS AGREEMENT made as of the 4th day of October, 2004. -------------- B E T W E E N: -------------- BURGIO FAMILY HOLDINGS INC., a corporation incorporated under the laws...Share Purchase Agreement • November 26th, 2004 • Monaco Group Inc • Wholesale-groceries, general line • Ontario
Exhibit 10.3 ------------ ASSET PURCHASE AMENDING AGREEMENT --------------------------------- THIS AMENDING AGREEMENT made this 21st day of June, 2004. ----------------------- B E T W E E N: -------------- SWEET VALLEY FOODS INC.,...Asset Purchase Agreement • June 22nd, 2004 • Monaco Group Inc • Wholesale-groceries, general line • Ontario
LEASE AGREEMENT (1) THIS LEASE AGREEMENT made this 25th day of February, 2005, by and between MB Monroe Properties Inc. (MB), a Michigan Corporation whose address is 115 Foxhunt Crescent, Syosset NY 11791, (the "Lessor"), hereafter designated as the...Lease Agreement • March 16th, 2005 • Monaco Group Inc • Wholesale-groceries, general line • Michigan
Exhibit 4.3 ----------- EXCHANGE AGREEMENT ------------------ EXCHANGE AGREEMENT ("Agreement") made as of the 27th day of July, 2004. -------------------------------- A M O N G: ----------Exchange Agreement • August 3rd, 2004 • Monaco Group Inc • Wholesale-groceries, general line • Ontario
ASSIGNMENT AGREEMENT --------------------Assignment Agreement • November 26th, 2004 • Monaco Group Inc • Wholesale-groceries, general line
AMONGLoan Agreement • March 16th, 2005 • Monaco Group Inc • Wholesale-groceries, general line • Michigan
OPTION AGREEMENT ---------------- THIS AGREEMENT made as of the 23th day of July, 2003. -------------- B E T W E E N: MONACO GROUP INC., a corporation incorporated under the laws of the State ----------------- of Delaware, whose address is 20A Voyager...Option Agreement • November 17th, 2003 • Monaco Group Inc • Ontario
Exhibit 10.6 ------------ SHARE PURCHASE AMENDING AGREEMENT --------------------------------- THIS AMENDING AGREEMENT made this 30th day of November, 2004. ----------------------- B E T W E E N: -------------- BURGIO FAMILY HOLDINGS INC.,...Share Purchase Agreement • December 2nd, 2004 • Monaco Group Inc • Wholesale-groceries, general line • Ontario
SECURITY AGREEMENT (LORETTA FOOD GROUP INC.) THIS SECURITY AGREEMENT ("Agreement') is made as of the 9th day of March, 2005, by Loretta Food Group, Inc., a Delaware corporation, with a mailing address of 2405 Lucknow Drive, Mississauga, ON L5S 1H9...Security Agreement • March 16th, 2005 • Monaco Group Inc • Wholesale-groceries, general line • Michigan
LOAN AGREEMENT - BURGIO FAMILY HOLDINGS, INC. --------------------------------------------- THIS AGREEMENT made this 24th day of July 2003. BETWEEN:Loan Agreement • November 17th, 2003 • Monaco Group Inc • Ontario
UNCONDITIONAL GUARANTY (LORETTA FOOD GROUP INC.) This UNCONDITIONAL GUARANTY dated March 9, 2005 (this "Guaranty"), is made by Loretta Food Group Inc. a Delaware corporation (the "Guarantor"), in favor of Caithness Financial Services Limited (the...Unconditional Guaranty • March 16th, 2005 • Monaco Group Inc • Wholesale-groceries, general line • Michigan
Exhibit 99.3 ------------ Loretta Baking Mix Products Ltd. Signs Letter of Intent ------------------------------------------------------- to Acquire Michigan-based Manufacturing Operation ------------------------------------------------- Mississauga,...Letter of Intent • October 21st, 2004 • Monaco Group Inc • Wholesale-groceries, general line
Mississauga, ON -- October 18, 2004 -- LF Brands Inc. announced today that its newly formed wholly-owned subsidiary, Loretta Baking Mix Products Ltd. ("LBMP"), a Michigan corporation, signed a binding Letter of Intent ("LOI"), on October 14, 2004, to acquire all of the assets and business of Michigan-based Amendt Corporation, a Michigan corporation ("Amendt"), for consideration of up to $2,900,000 (US Dollars) (the "Asset Purchase"). This Asset Purchase is subject to LBMP receiving sufficient financing needed to complete this acquisition. There are no assurances that LBMP will be able to raise such needed financing.
