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Exhibit 10.29  


 
  AMENDMENT TO
  RETAIL TRADEMARK LICENSE AGREEMENT    
    



        This is an AMENDMENT TO RETAIL TRADEMARK LICENSE AGREEMENT (this "AMENDMENT") by and between The Pillsbury Company, a Delaware Corporation, having a principal
place of business at Number One General Mills Boulevard, Minneapolis, Minnesota 55426 ("TPC") and International Multifoods Corporation, a Delaware
corporation having a principal place of business at 110 Cheshire Lane, Suite 300, Minnetonka, Minnesota 55305 ("LICENSEE"). 


        WHEREAS,
TPC and LICENSEE have executed a Retail Trademark Licensee Agreement dated November 13, 2001 (the "Agreement"); 



        WHEREAS,
TPC and LICENSEE desire to amend the Agreement to clarify LICENSEE's rights to use the PROPERTY on items not included within the Acquired Product Categories; 


        NOW,
THEREFORE, in consideration of the premises and mutual promises set forth herein and those set forth in the Agreement, LICENSEE and TPC agree as follows: 


1.    Use of PROPERTY within Non-exclusive Product Categories    



In
addition to any other rights under the Agreement, during the Term, LICENSEE shall have the non-exclusive right to use the PROPERTY on items within the "Non-Exclusive Product
Categories" set forth below to be charged for or given away for the purpose of the Promotion of the PRODUCTS; for the purposes of this AMENDMENT, "Promotion" shall mean IMC's events, activities, and
advertisements that are directly related to the sale of PRODUCTS and are intended to increase the sales of the PRODUCTS included in such events, activities or advertisements. 




2.    Non-Exclusive Product Categories    



Aprons

Baking Toys (e.g. oven and mixer)

Balloons

Baseball-style Caps

Birthday Items (e.g., candles, edible food decorations, picks, plates and napkins)

Chef Hats

Coffee Mugs

Cookie Jars

Doughboy Dolls—Beanbag

Doughboy Dolls—Plush

Doughboy Dolls—Vinyl

Duffel Bags and Back Packs

Golf Ball Markers

Golf Balls

Golf Divot Repair Tools

Golf Tees

Gumball Machines

Key Chains

Polo-style Shirts

School Bus/Truck Toy

Sweatshirts

T-Shirts

Watches

Writing Instruments 






 

3.    Use of PROPERTY on Items not Included in the Acquired Products Categories and the Non-Exclusive Product
Categories    



During
the Term and subject to the limitations set forth in this AMENDMENT, LICENSEE shall have the non-exclusive right to use the PROPERTY on up to ten non-food items, of
LICENSEE'S choice, which are not within the Acquired Product Categories or the Non-Exclusive Products Categories, and which LICENSEE may charge for or give away for the purpose of the
Promotion of the PRODUCTS. LICENSEE may change, alternate, or otherwise
substitute items at its own discretion, but in no event shall the total number of items offered under this Section 3 exceed ten at any one point in time. 




4.    Cost    



LICENSEE
may provide items using the PROPERTY pursuant to this AMENDMENT to recipients for free or may charge for such items. If LICENSEE charges for an item using the PROPERTY in accordance with this
AMENDMENT, then the maximum charge for such item shall be the manufacturer's cost of the item to LICENSEE or LICENSEE'S agent as set forth in the manufacturer's invoice to LICENSEE or LICENSEE'S agent
for the item, less all applicable discounts, rebates and allowances, plus only the cost of shipping and handling to transport the item from LICENSEE or LICENSEE'S agent to the recipient. 




5.    No Reproductions    



Except
to the extent that an item consists of or incorporates a reproduction of any element of the PROPERTY (such as the Doughboy character or the Barrelhead logo), no item produced pursuant to
Section 1 through Section 3 above shall be a reproduction of or a derivative work based on a product produced by TPC or its licensees. This means, for example, that (a) IMC will
not produce reproductions of Doughboy collectable items (e.g., items of the type produced by Danbury Mint), and (b) to the extent that GMI (or its licensee) produces a non-food
product in which artistically, technologically or mechanically distinctive features are added to or around the basic shape and features of the Doughboy character or the Barrelhead logo, or the
Doughboy character or Barrelhead logo is otherwise presented in a distinctive rendering, IMC will not produce a non-food product utilizing any of such distinctive features or renderings. 




6.    Defined Terms    



All
capitalized terms used herein and not otherwise defined herein shall have the respective meaning assigned in the Agreement. 




7.    No Other Modifications    



Except
as modified by the foregoing, the terms and conditions of the Agreement shall remain in full force and effect, and all of IMC's use of the PROPERTY pursuant to this AMENDMENT shall be governed
by such terms and conditions. 




        IN
WITNESS WHEREOF, the parties hereto have caused this AMENDMENT to be duly executed in the manner appropriate to each. 



	THE PILLSBURY COMPANY	 	INTERNATIONAL MULTIFOODS CORPORATION
	

 	

 	
 	

 	

 
	By:	/s/ D.I. Malina
	 	By:	/s/ Dan C. Swander

	Title:	V.P. CD
	 	Title:	President and Chief Operating Officer

	Date:	12/18/02
	 	Date:	12/23/2002





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AMENDMENT TO RETAIL TRADEMARK LICENSE AGREEMENT