Unassociated Document


    ANNULMENT
AGREEMENT

    


    ANNULMENT AGREEMENT, dated
August 11, 2009 (this “Annulment
Agreement”), by and among Cono Italiano, Inc., a
Delaware corporation with its principal place of business at 10 Main Street,
Keyport, NJ 07735 (the “Company”), and
Mitchell Brown (the “Counterparty”).

    


    WHEREAS, on August 1, 2008,
the Company and the Counterparty entered into an employment agreement (the
“Employment
Agreement”);

    


    WHEREAS, both the Company and
the Counterparty desire to annul and declare the Employment Agreement void ab initio as if the
Employment Agreement has never existed and never had any force or
effect;

    


    WHEREAS, capitalized terms
used and not defined in this Annulment Agreement shall have the meaning given to
them in the Employment Agreement.

    


    NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is deemed adequate
in all respects, the parties to this Annulment Agreement hereby agree as
follows:

    


    1.           Annulment of Employment
Agreement.  The Employment Agreement is hereby deemed to be
null and void ab
initio.  The Counterparty waives any and all right to receive
any and all unpaid salary, bonus, or grants of securities pursuant to the
Employment Agreement.  The parties respectively agree to fully and
forever relinquish and release any and all claims of any nature or kind
whatsoever under the Employment Agreement which shall be deemed to have no force
or effect since the stated date of inception thereof.  Each party
shall fully indemnify and hold harmless the other party from any breach of this
Agreement, including, without limitation, any and all fees, costs, expenses and
disbursements incurred by the other party in defending any action by the party
alleging or endeavoring to prosecute the enforceability of the Employment
Agreement or challenging the validity of this Agreement.

    


    2.           Entire
Agreement.  Except as stated or referred to herein, this
instrument contains the entire agreement of the parties, and there are no
representations, covenants or other agreements, oral or otherwise.

    


    3.           Applicable
Law.  This Annulment Agreement shall be governed by and
construed in accordance with the Laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Delaware.

    


    4.           Counterparts.  This
Annulment Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and
the same instrument and which shall be fully binding when executed and delivered
via facsimile or other means of electronic delivery, which in each case shall be
deemed to be an original with full force and effect thereof.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        Annulment
Agreement

      

    

    
      
        

      

    

     

    IN WITNESS WHEREOF, the parties have
executed this Annulment Agreement as of the day and year first above
written.

    


     

    
      
        	 	COMPANY:  CONO
      ITALIANO, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Steve
      Savage	 
	 	 	Name:
      Steve Savage	 
	 	 	Title:	 
	 	 	 	 


      



    
      
        	 	COUNTERPARTY	 
	 	 	 	 
	
                 

              	/s/ Mitchell
      Brown	 
	 	Name:
      Mitchell Brown	 


      



     

    
      
        
        

      

      
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