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1st Amendment To Consulting Services Agreement

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Sectors: Retail
Effective Date: November 03, 1997
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EXHIBIT 10


FIRST AMENDMENT TO
CONSULTING SERVICES AGREEMENT


This First Amendment to Consulting Services Agreement (the "Amendment") is made this 3rd day of November, 1997, by Progressive Food Concepts, Inc., a Delaware corporation formerly known as "HFMI Acquisition Corporation" ("PFCI"), Harry's Farmers Market, Inc., a Georgia corporation ("HFMI"), and Harry Blazer, an individual ("HB").


Recitals
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A. Pursuant to a series of transactions between PFCI and HFMI on January 31,
1997, including, without limitation, the transaction described in that
certain Acquisition Agreement, dated January 31, 1997, HFMI acquired and
now owns 712.3746 shares of common stock, having a par value of $0.01 per
share, of PFCI (the "Shares").


B. Pursuant to the Acquisition Agreement, HFMI acquired certain rights against
dilution of its interests by requiring PFCI, under certain circumstances,
to issue additional shares of common stock to HFMI.


C. HFMI, PFCI and HB entered into that certain Consulting Services Agreement
(the "Consulting Services Agreement") pursuant to which the parties agreed
to provide certain consulting services to each other as described therein.


D. HFMI has agreed to sell to PFCI, and PFCI has agreed to redeem from HFMI,
all of the Shares (the "Redemption") for, among other things, an amendment
to the Consulting Services Agreement as described herein.


Agreement
---------

For and in consideration of the foregoing Recitals, which are incorporated herein, the mutual covenants expressed below, and other valuable consideration, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


1. Section 4 of the Consulting Services Agreement is hereby deleted and replaced, in its entirety, with the following:


4. HB Services. Consultant will make HB available to Newco not less than
40 hours (in the aggregate and on a non-cumulative basis) per calendar
month through the third anniversary hereof and not less than 10 hours (in
the aggregate and on a non-cumulative basis) per calendar month throughout
the remainder of the term of this Agreement to assist Consultant in meeting
its obligations to Newco under this Agreement; provided, however, that in
the event Newco assigns this agreement to a competitor, HB shall have no
obligation to consult with the


competitor, unless Saad Nadhir is personally involved in the management of
the competitor or is a significant shareholder therein.


2. Section 6 of the Consulting Services Agreement is hereby deleted and replaced, in its entirety, with the following:


Newco will
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