kl07066_ex10-2.htm


    
      

    

                                                         
      

     

     

    Exhibit
      10.2

    


    


    CONSENT
      OF LENDER TO SALE OF ASSET

    by
      P&S SPIRIT, LLC

    


    


    WHEREAS,
      P&S Spirit, LLC, a Nevada limited liability company, as lender (“Lender”),
      has entered into two loan agreements with New World Brands, Inc., a Delaware
      corporation, as borrower (“Borrower”), one dated March 29, 2007 (the “Term
      Loan”) and one dated May 31, 2007 (the “Credit Line,” and the Term Loan and
      Credit Line collectively the “Loans,” and the related loan agreements,
      promissory notes and related documentation the “Loan Agreements”).

     

    WHEREAS,
      pursuant to the Loan Agreements Borrower has granted Lender a security interest
      in all Borrower’s shares of IP Gear, Ltd., an Israeli limited liability company
      (“IP Gear”), which is a wholly owned subsidiary of Borrower, and the Loan
      Agreements further provide that a sale of Borrower’s IP Gear shares, absent
      Lender’s consent, would cause a repayment of all currently outstanding principal
      under the Loans.

     

    WHEREAS,
      Borrower desires to sell all of Borrower’s IP Gear shares to TELES AG
      Informationstechnologien, a German company (the proposed sale the “Teles Sale”),
      and desires to consummate the Teles Sale in accordance with the Share Sale
      and
      Purchase Agreement, dated July 26, 2007, in the form provided to Lender, subject
      to the terms and conditions hereof.

     

    WHEREAS,
      Lender believes that the Teles Sale is in the best financial interests of
      Borrower and is most likely to improve Borrower’s financial circumstances and
      credit, and desires to consent to the consummation of the Teles Sale, subject
      to
      the terms and conditions hereof.

     

    NOW
      THEREFORE, Lender and Borrower, each intending to be legally bound hereby and
      each being fully advised as to the terms and conditions of, and facts regarding,
      the Teles Sale, agree as follows:

     

    1.           Subject
      to the terms and conditions hereof (including without limitation the repayment
      requirement provided herein), Lender hereby irrevocably consents to the Teles
      Sale in accordance with the Share Sale and Purchase Agreement, releases and
      terminates Lender’s security interest in the IP Gear shares, and agrees that
      consummation of the Teles Sale shall not be deemed or give rise to an event
      of
      default, penalty, or increase under, or termination of, the Loan Agreements,
      shall not, except as otherwise provided herein, accelerate any amounts owing
      under the Loan Agreements or trigger any prepayment or give rise to any payment
      not otherwise required under the Loan Agreements, and shall not require Borrower
      to provide any additional security, collateral, reserve or payment under the
      Loan Agreements.

     

    2.           Section
      1 notwithstanding, Borrower shall pay to Lender, as a partial repayment of
      principal of the Term Loan, the sum of $500,000.00, payable upon or immediately
      after the closing of the Teles Sale.

     

    3.           In
      the event that Lender, Borrower and Teles are able to reach agreement by which
      the Teles loan agreement described in the Share Sale and Purchase Agreement
      is
      made available to 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    Borrower
      consistent with the terms and conditions set forth in the Share Sale and
      Purchase Agreement, Borrower shall then borrow, and Lender shall then lend,
      the
      sum of $500,000.00 as an advance pursuant to the Credit Line Agreement, to
      be
      used by Borrower solely to repay then outstanding principal under the Term
      Loan.

     

    4.           The
      parties acknowledge that Lender’s consent hereunder shall not impair or affect
      any unrelated provisions of the Loan Agreements, all of which remain in full
      force and effect.

     

    


    IN
      WITNESS WHEREOF, the undersigned have duly executed this Consent as of July
      26,
      2007.

    


    P&S
      Spirit, LLC

    


    /s/
      Jacob
      Schorr     

    By:
      Jacob Schorr, Member

     

     

     

     

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