DISTRIBUTION
AGREEMENT


     

    Distribution
Agreement, dated as of July 9, 2008 (the “Agreement”), by and between Pino
Gelato, Inc. (“Pino”) and Cono
Italiano, Inc. (“Cono”).


     

    The
Agreement is as follows:


     

    1.            Retail Channels. The
following language is hereby added to the end of Section 1.5(a) of the
Agreement: “Notwithstanding the foregoing, Cono shall may sell filled Cone
Products directly to an account, even if such account sells directly to
customers.

     

    2.            Consideration.
Section 3.1 of the Agreement. Following provision:


     

    “3.1      PAYMENTS
FOR RIGHTS GRANTED TO PINO. As consideration for the master distribution rights
for the empty pizza cone, and all cones sold into a Pino Gelato store and
license area agreement to Pino Gelato licensee, Pino shall pay $100,000 to Cono
(the “Consideration”). $75,000 of such Consideration has been paid prior to the
execution date of this Agreement. The final $25,000 shall be paid simultaneously
with the execution of this First Amendment by both parties and the 2nd trip
from the group from Italy to finalize all training with our 3rd part on
the equipment to produce a quality Pizza cone that everyone has signed off on
the recipe and training...”


     

    3.            Common Stock. Section
4.1 of the Agreement.


     

    “4.1      COMMON
STOCK. As partial consideration for the payments made to Cono pursuant to
Section 3 of the Agreement, Pino (or its designee(s)) shall be entitled to
receive a total of 375,000 shares of Cono’s common stock. 250,000 shares of such
common stock were received by Pino prior to the execution date of this First
Amendment to the Agreement. The other 125,000 shares of such common stock shall
be issued to Pino (or its designee(s)) upon Cono’s receipt of the final $25,000
payment being made by Pino simultaneously with the execution of this Agreement
by the parties. All such shares shall be subject to the provisions of SEC Rule
144 and other applicable SEC regulations; provided, however, that all of such
shares shall have the same rights as any shares held by the shareholders of
record as of July 9, 2008.”


     

    The
Agreement is hereby amended solely to the extent set forth above. In all other
respects, the Agreement is hereby ratified and confirmed.


     

    This
Amendment may be executed in the original, by facsimile, PDF, or other
electronic means in any number of counterparts, each of which shall be deemed to
be an original and all of which together shall constitute one and the same
instrument.


     

    [SIGNATURES
APPEAR ON FOLLOWING PAGE;

    REMAINDER
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    IN
WITNESS WHEREOF, this Operating Agreement has been adopted and executed by the
Members as of the date first above written.

     

    
      
        
          
            
              
                
                  	
                          MEMBER:

                        	 
	 
      	 
	
                          

                            /s/
      Ramona Fantini

                          

                        	 
	
                          Ramona
      Fantini

                        	 
	 
      	 
	
                          MEMBER:

                        	 
	 
      	 
	
                          

                            /s/
      Mitchell H. Brown

                          

                        	 
	
                          Mitchell
      H. Brown

                        	 


                

              

            

          

        

      

    


    
      
         


      

      
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