EX-20.1
MEMORANDUM OF UNDERSTANDING
MEMORANDUM OF UNDERSTANDING dated as of the 1st day of December,
1997 between TREATS CANADA CORPORATION a corporation incorporated under
the laws of Canada ("LICENSOR") and EMC GROUP, INC. ("LICENSEE") a Florida
Corporation.
CONCURRENTLY with the execution of this Memorandum of Understanding, the
LICENSOR and LICENSEE are entering into a TREATS NATIONAL MARKETING
AGREEMENT ("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 default of any of the provisions of the National
Marketing Agreement, the Service Fees to be paid to the LICENSOR by the
LICENSEE pursuant to the provisions of Section 11, Sub-Paragraphs A., B.,
and C., of the National Marketing Agreement will be waived during the first
thirty (30) months of the Term of the National Marketing Agreement ("grace
period") and if, at any time, during the grace period the Preference Shares
owned by the LICENSOR are converted into freely traded common shares of the
LICENSEE, then and in such event the grace period will be extended for a
further period of twenty-four (24) months immediately following the expiry
of the grace period ("extended grace period") and upon expiry of the grace
period and/or the extended grace period, as the case may be, all Service
Fees shall be due and payable in accordance with the provisions of Section
11, Sub-Paragraph A., B., and C., of the National Marketing Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of
Understanding as of the date set forth above.
TREATS CANADA CORPORATION
/s/ Xxxxxxx Xxxxx Per: /s/ Xxxx X. Xxxxxx
XXXXXXX XXXXX XXXX X. XXXXXX,
WITNESS MANAGING DIRECTOR
EMC GROUP, INC.
Per: /s/ Xxxxxx Xxxxxx
XXXXXX XXXXXX
PRESIDENT
