EX-20.5
MEMORANDUM OF UNDERSTANDING
MEMORANDUM OF UNDERSTANDING dated as of the 5th day of January, 1998
between TREATS CANADA CORPORATION a corporation incorporated under the laws
of Ontario ("LICENSOR") and EMC GROUP, INC. ('LICENSEE') a Florida
Corporation.
WHEREAS the parties hereto have entered into a NATIONAL MARKETING
AGREEMENT dated December 1, 1997 between Treats Canada Corporation as
Licensor and EMC Group, Inc. as Licensee ("National Marketing Agreement")
in respect of the establishment of TREATS Stores in the United States.
The purpose of this Memorandum of Understanding is to set forth certain
clarifications of the National Marketing Agreement.
Accordingly, in consideration of the premises and the mutual covenants
set forth herein, the parties hereto agree that notwithstanding anything to
the contrary contained in the National Marketing Agreement, so long as the
LICENSEE is not in material default of any of the provisions of the National
Marketing Agreement, the Licensee shall have a first right of refusal to
obtain the National Marketing rights for the United Kingdom on terms and
conditions that the Licensor is prepared to accept from any other bona fide
third party. The Licensor shall give the Licensee Notice that it has received
a bona fide offer from a third party to purchase the National Marketing
rights for the United Kingdom upon terms and conditions the Licensor is
willing to accept and the Licensee shall have ten (10) business days from
the receipt of such Notice to exercise this right of refusal contained
herein, failing which this first right of refusal shall be null and void and
of no further effect.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of
Understanding as of the date set forth above.
TREATS CANADA CORPORATION
/s/ Xxxxxx Xxxxxx Per: /s/ Xxxx X. Xxxxxx
Xxxxxx Xxxxxx PAULJ. XXXXXX,
Witness PRESIDENT AND CHIEF EXECUTIVE
OFFICER
EMC GROUP, INC.
/s/ Xxxxxxxx Xxxxxxxxxxx Per: /s/ Xxxxxx Xxxxxx
Xxxxxxxx Xxxxxxxxxxx XXXXXX XXXXXX,
Witness PRESIDENT
