FIRST AMENDMENT TO AMENDED AND RESTATED LOCK-UP AGREEMENT

Exhibit 10.8

FIRST AMENDMENT

AMENDED AND RESTATED LOCK-UP AGREEMENT

This First Amendment (this “First Amendment”) to Amended and Restated Lock-Up Agreement (the “Restated Original Lock-Up Agreement”), dated as of May 31, 2007, is by and among New World Brands, Inc., a Delaware corporation (the “Company”), Qualmax, Inc., a Delaware corporation (“Qualmax”), M. Xxxxx Xxxxxx, an individual (“X. Xxxxxx”), Xxxx Xxxxxx, an individual (“X. Xxxxxx”), Xxxx Xxxxxx, an individual (“X. Xxxxxx”), Xxxxx Xxxxxxxx, an individual (“X. Xxxxxxxx” and together with X. Xxxxxx, X. Xxxxxx and X. Xxxxxx the “Kamrat Family”, and together with the Kamrat Family and Qualmax, the “Qualmax Holders”), Xx. Xxxxxx Xxxxxx, an individual (“Xx. Xxxxxx”), Oregon Spirit, LLC, a Nevada limited liability company (“Oregon Spirit”), P&S Spirit, LLC, a Nevada limited liability company (“P&S” and together with Xx. Xxxxxx and Oregon Spirit, the “P&S Holders”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Restated Original Lock-Up Agreement.

RECITALS:

WHEREAS, on December 29, 2006, the parties entered into an Amended and Restated Lock-Up Agreement;

WHEREAS, the parties recognize with extreme sadness the passing of Xxxxxx Xxxxxx on March 14, 2007, and the shares of stock of the Company previously owned by Xxxxxx and Xxxxxx Xxxxxx, TBTE, are now owned by Xx. Xxxxxx; and

WHEREAS, in relation to that First Amendment to Amended and Restated Stock Subscription and Share Transfer Agreement of even date herewith among the Company and P&S Spirit, the parties desire to amend the Restated Original Lock-Up Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto desire to amend the Restated Original Lock-Up Agreement to reflect the aforementioned and certain other changes thereto as set forth herein:

1. Section 4 of the Restated Original Lock-Up Agreement shall be deleted in its entirety and replaced with the following: “This Agreement shall terminate on the earlier to occur of: (a) the mutual agreement by the Qualmax Representatives and the P&S Representatives hereto; and (b) December 31, 2008.”

2. By execution of this First Amendment, all of the parties to this First Amendment acknowledge that P&S is contemplating transferring a portion of the membership interests of P&S to Xxxx X. Xxxxx and agree that the transfer of such interests, if it occurs, shall be permitted notwithstanding anything to the contrary in the Restated Original Lock-Up Agreement as amended by this First Amendment, and all of the parties to this First Amendment waive any right that any of them may have to object to such transfer.

3. The reference to “Xxxxxx and Xxxxxx Xxxxxx, TBTE” in the definition of “Company Shares” shall be replaced with “Xx. Xxxxxx”.

4. Except as specifically amended hereby, the Restated Original Lock-Up Agreement is hereby ratified and confirmed in all respects and shall remain in full force and effect.

5. To the extent of any inconsistency between the terms of the Restated Original Lock-Up Agreement and this First Amendment, the terms of this First Amendment will control. Each reference in the Restated Original Lock-Up Agreement to “this Agreement,” “herein,” “hereunder” or words of similar import shall be deemed to be a reference to the Restated Original Lock-Up Agreement as amended by this First Amendment, and the Restated Original Lock-Up Agreement as so amended shall be read as a single, integrated document.

6. This First Amendment may be executed in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Facsimile transmission of any signed original counterpart and/or retransmission of any signed facsimile transmission shall be deemed the same as the delivery of an original. The introductory Recitals are incorporated into and made a substantive part of this First Amendment.

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