AGREEMENT
DATE: January 1, 1996
PARTIES: CALIFORNIA DEHYDRATING COMPANY, INC. ("Cal Dehy"); and
SHF ACQUISITION CORPORATION ("SHF")
RECITALS:
A. Cal Dehy formerly owned and operated that certain rice
drying and storage facility located at 000 X. Xxxxx Xxxx, Xxxx
Xxxxxxxxxx, Xxxxxxxxxx ("Facility").
B. SHF desires to lease the Facility and to operate under
the historic name California Dehydrating Company and/or Cal Dehy.
SHF further desires to maintain the historical customers of the
Facility and desires that Cal Dehy not compete against SHF in the
rice drying and storage business.
AGREEMENTS:
In consideration of the mutual covenants contained
herein, the parties agree as follows:
1. LICENSE AGREEMENT. Cal Dehy hereby authorizes SHF to
use the names California Dehydrating Company and/or Cal Dehy in
connection with any and all business operations in any way
associated with the Facility. All such rights shall automatically,
without notice, terminate at the end of the term hereof.
2. COVENANT NOT TO COMPETE. Prior to the end of the term
hereof Cal Dehy expressly agrees not to compete in any way,
directly or indirectly, with SHF s rice drying and storage
operations. Provided further that Cal Dehy shall cooperate with
SHF in all reasonable attempts of SHF to maintain the business and
customers of Cal Dehy.
3. TERM. The term of this agreement shall commence on the
date first set forth above and continue until December 31, 1996.
4. CONSIDERATION. As and for consideration hereunder SHF
agrees to pay al Dehy the sum of Five Thousand Dollars ($5,000.00)
per month commencing January 1, 1996, and continuing to and
including December 1, 1996. SHF shall also indemnify and hold Cal
Dehy harmless from any and all liability, claims, defense costs or
other expenses, costs, or sums relating to or resulting from SHF s
operation of the Facility and/or SHF s use of the name California
Dehydrating Company and/or Cal Dehy.
5. ATTORNEYS' FEES. If either party files an action or
brings any proceeding against the other arising out of this
agreement, then as between the parties, the prevailing party shall
be entitled to recover as an element of its costs of suit, and not
as damages, reasonable attorneys fees to be fixed by the court.
The "prevailing party" shall be the party who is entitled to
recover its costs of suit, whether or not suit proceeds to final
judgment. A party not entitled to recover its costs shall be
counted in calculating the amount of a judgment for purposes of
determining whether a party is entitled to its costs or attorneys
fees.
Executed as of the date first set forth above.
SHF: SHF Acquisition Corporation
By:/s/ Xxxxx X. Xxxx
Xxxxx Xxxx
Cal Dehy: CALIFORNIA DEHYDRATING COMPANY, INC.
By:/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
