EX-20.B
MEMORANDUM OF UNDERSTANDING
MEMORANDUM OF UNDERSTANDING dated as of the 3rd day of February, 1998
between TREATS CANADA CORPORATION a corporation incorporated under the laws
of Ontario ('Treats") and EMC GROUP, INC. ("EMC") 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 (the "National Marketing Agreement") in respect of
MC acquiring the National Marketing rights for the United States of America
AND WHEREAS the parties hereto have entered into an Agreement of Purchase
and Sale dated February 3, 1998 between Treats Canada Corporation as Vendor
and EMC Group, Inc. as Purchaser (the "Agreement of Purchase and Sale") in
respect of the sale by the Vendor of all of the goodwill, assets and
fixtures located in the TREATS Store situated in the premises known as Xxxx
000, Xxx Xxxxxx Xxx Xxxxxxxx, 0000 X. Xxxxx Xxxx., Xxxxxxx, Xxxxxxxx, XXX
(the 'Assets").
AND WHEREAS the purpose of this Memorandum of Understanding is to set
forth certain clarifications of the National Marketing Agreement and the
Agreement of Purchase and Sale.
Accordingly, in consideration of the EMC acquiring the National Marketing
rights for the United States of America and in consideration of EMC
acquiring the Assets, EMC will issue 2,700,000 Class "A" convertible
Preference Shares of the capital stock of EMC and 100,000 Class "A"
convertible Preference Shares of the capital stock of EMC respectively to
Treats, which Preference Shares are convertible for common stock of EMC
for an aggregate amount equivalent to US$2,800,000 based on the following
criteria and conditions:
(i) the Preference Shares may only be converted in whole;
(ii) the share value will be determined based on the weighted average
trading price of EMC's common stock in the sixty (60) days prior
to conversion;
(iii) conversion shall be subject to the approval of the Board of
Directors of EMC; and
(iv) approval of the conversion by EMC will only be granted as long as
the conversion does not exceed Ten Percent (10%) of the total
number of outstanding common shares of EMC.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of
Understanding as of the date set forth above.
TREATS CANADA CORPORATION
Per:: /s/ Xxxx X. Xxxxxx
/s/ Xxxxxx Xxxxxx XXXX X. XXXXXX,
Xxxxxx Xxxxxx PRESIDENT AND CHIEF EXECUTIVE
Witness OFFICER
EMC GROUP, INC.
/s/ Xxxxxxxx Xxxxxxxxxxx Per: /s/ Xxxxxx Xxxxxx
Xxxxxxxx Xxxxxxxxxxx XXXXXX XXXXXX
Witness PRESIDENT
