Exhibit 10.2
FOOD RESEARCH CORP
00 XXXXX XXXXX XXXXXX
XXXXXXXXXX, XX. 00000
Xx. Xxxxxxxxx Xxxxxxxx
CUISINE SOLUTIONS INC
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
XXX
October 29, 1999
Dear Xxx,
We are herby following up on our various conversations and we are confirming to
you our agreement for the exchange of four hundred and twenty-five thousand two
hundred (425,200) shares worth one hundred (100) francs each, representing 100 %
of the shares held by FOOD RESEARCH Corporation in the capital of the company
NOUVELLE CARTE France, a company under French law having its corporate
headquarters at 0 Xxxxx xxx Xxxxxxxx, Ecoparc - 27400 Heudebouville - France,
registered with the Registry of Commerce and Companies of Louviers under number
B 348 066 677 for 1,500,000 shares (unregistered stocks) of the company CUISINE
SOLUTIONS INC.
We confirm that the transaction will take place between FOOD RESEARCH
Corporation, as sole owner of the shares of NOUVELLE CARTE France and Cuisine
Solution, the buyer.
We have noted that this exchange would include an "Earn Out" under the
conditions that follow
In the event of the realization as of June 30, 2000 (period from July 1, 1999 to
June 30, 2000) :
- of less than 1,500,000 francs of "Operating Results," no share of the
company CUISINE SOLUTIONS INC. will be transferred to us,
- between 1,500,001 and 1,999,999 francs of "Operating Results," CUISINE
SOLUTIONS INC. shall transfer to us 375,000 of its own shares (unregistered
stocks),
- above 2,000,000 francs of "Operating Results," CUISINE SOLUTIONS INC. shall
transfer to us 500,000 of its own shares (unregistered stocks).
In the event of the realization as of June 30, 2001 (period from July 1, 2000 to
June 30, 2001) :
- of less than 2,000,000 francs of "Operating Results," no share of the
company CUISINE SOLUTIONS INC. will be transferred to us,
- between 2,000,001 and 2,499,999 francs of "Operating Results," CUISINE
SOLUTIONS INC. shall transfer to us 375,000 of its own shares (unregistered
stocks),
- above 2,500,000 francs of "Operating Results," CUISINE SOLUTIONS INC. shall
transfer to us 500,000 of its own shares (unregistered stocks).
We agree to conclude an agreement to guarantee assets and liabilities.
Also we point out to you that CUISINE SOLUTIONS INC will own the Shares
beginning on October 31, 1999 with enjoyment counting retroactively to October
1, 1999. The Shares are free of any privilege, direct or indirect encumbrance or
restriction of any kind whatsoever.
We agree that Xx. Xxxxxxxx Xxxxxx and the company SECRIA will tender their
resignation from their functions as Administrators effective October 31, 1999.
Finally, this exchange must take place no later than October 31, 1999, and must
have obtained the approval of the Board of Directors of the companies FOOD
RESEARCH CORP. and CUISINE SOLUTIONS INC.
If this proposal is acceptable to you, please return to us a duplicate of the
present letter signed by you and with the handwritten note "read and approved."
Sincerely yours,
/s/ Xxxx-Xxxxx Xxxxxxxx
Xxxx-Xxxxx Xxxxxxxx
President and Chief Executive Officer
