ex10_9.htm


    
      

    

    
      Exhibit
        10.9

       

      SUPPORT
        AGREEMENT

      


      This
        Support Agreement  ("Agreement") is made as of the 8th day of
        November, 2007, among Jeffrey P. Zernov, President and Chief Executive Officer
        of Borrower (the “undersigned"), Nature Vision, Inc., a Minnesota corporation
        and Nature Vision Operating, Inc., a Minnesota corporation, (each called
        “Borrower" and collectively called “Borrowers”), and M&I Business Credit,
        LLC, a Minnesota limited liability company ("Lender").

      


      WITNESSETH:

      


      WHEREAS,
        Lender and Borrowers have entered into that certain Credit and Security
        Agreement (as amended from time to time, the "Credit Agreement") dated of
        even
        date herewith, pursuant to which Lender may, from time to time, at its
        discretion, make advances to or for the benefit of Borrowers; and

      


      WHEREAS,
        the undersigned is the President and Chief Executive Officer of the Borrowers
        and is fully familiar with all of the Borrowers’ business and financial
        affairs;

      


      NOW,
        THEREFORE, to induce Lender to make advances to or for the account of Borrowers
        under the Credit Agreement and for other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged, the undersigned,
        the
        Borrowers and Lender agree as follows:

      


      1.           The
        undersigned agrees that in the event (i) Lender comes into possession of
        any or
        all of the tangible Collateral (as such term is defined in the Credit
        Agreement), or is collecting any Borrowers’ accounts receivable or otherwise
        disposing of Collateral by reason of the occurrence of an Event of Default
        under
        the Credit Agreement, and (ii) Lender has given notice of an acceleration
        of all
        of the Obligations under and as defined in the Credit Agreement, the undersigned
        will, at Lender’s option and upon Lender’s request, and until this Agreement
        shall have terminated as provided herein, be engaged by Lender as an independent
        contractor for a period not to exceed six (6) months, for the sole purpose
        of
        disposing of such Collateral and collecting such accounts, or assisting Lender
        in disposing of such Collateral and collecting such accounts.  During
        the period of such engagement as an independent contractor the undersigned
        shall
        exert his best efforts and devote all of his regular working hours to obtain
        sales of such Collateral at the best obtainable prices and terms and to collect
        such accounts at their full face value.  If the events described in
        clauses (i) and (ii) occur at a time when the undersigned is employed by
        any
        Borrower, then, if requested by Lender, Borrowers shall cause the undersigned,
        so long as he is in any of their employ, to exert his best efforts and devote
        all of his regular working hours to obtain sales of such Collateral at the
        best
        obtainable prices and terms and to collect such accounts at their full face
        value.

      


      
        
          
          

        

        
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      2.           Intentionally
        deleted.

      


      3.           Lender
        shall have the right to terminate the undersigned’s engagement or other
        assistance described in Paragraph 1 above at any time on three (3) business
        days' notice, for any cause or without cause.  Subject to the
        undersigned’s payment of any then outstanding obligations under Paragraph 6
        of this Agreement, the undersigned’s obligations under Paragraph 1 of this
        Agreement shall further terminate upon (i) the Borrowers’ payment of all then
        outstanding Obligations as defined in the Credit Agreement; (ii) the death
        of
        the undersigned; (iii) the mental or physical incapacity of the undersigned
        as
        reasonably substantiated by a doctor acceptable to Lender; or (iv) the
        undersigned’s employment with both Borrowers is terminated for any
        reason.

      


      4.           The
        sole compensation and remuneration of the undersigned for any engagement
        or
        assistance rendered pursuant to Paragraph 1 above shall be a weekly amount
        paid
        at the same rate as the average salary (on a weekly basis) paid to such person
        by Borrowers in the twelve (12) months immediately preceding the commencement
        of
        such employment or activities.  Such compensation shall be prorated
        for partial weeks of service.

      


      5.           In
        connection with such engagement, the undersigned shall not have any authority
        to
        bind Lender, except such specific authority as Lender may grant in
        writing.

      


      6.           The
        prevailing party shall be entitled to costs and expenses (including reasonable
        attorneys' fees and legal expenses) incurred in enforcing this
        Agreement.

      


      7.           In
        the event of the death, mental or physical incapacity of the undersigned,
        the
        undersigned’s termination or resignation of employment with Borrowers, or
        termination by Lender of the contractual relationship with the undersigned,
        Borrowers shall be responsible for immediately obtaining a replacement for
        such
        person and Borrowers shall use their best efforts to cause such replacement
        to
        execute a support agreement substantially in the form of this
        Agreement.

      


      8.           This
        Agreement shall be governed by and construed in accordance with Minnesota
        substantive and procedural law and shall remain in full force and effect
        so long
        as the Credit Agreement is outstanding or until otherwise agreed by an amendment
        hereto signed by Lender and the undersigned.

      


      9.           The
        provisions of this Agreement are declared to be severable.  If any
        provision of this Agreement shall be held to be invalid, illegal or
        unenforceable, such invalidity, illegality or unenforceability shall not
        affect
        any other provisions of this Agreement.

      


      10.           The
        undersigned and the Borrowers waive notice of Lender’s acceptance
        hereof.

      


      
        
          
          

        

        
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          11.           THE PARTIES
          HERETO HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL
          COURT SITUATED IN HENNEPIN COUNTY, MINNESOTA AND WAIVE ANY OBJECTION BASED
          ON
          FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR
          PROCEEDINGS RELATED TO THIS AGREEMENT, OR ANY TRANSACTIONS ARISING THEREFROM,
          OR
          ENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE FOREGOING.

      

      


      12.           THE
        PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR
        PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT.

      
 

      
        	 	
                /S/
                  Jeffrey P. Zernov

              
	 	
                Jeffrey
                  P. Zernov, President and Chief Executive Officer of Nature Vision,
                  Inc.

              
	 	 
	 	
                NATURE
                  VISION, INC.

              
	 	 
	 	
                By  

              	 /S/
                Jeffrey P.
                Zernov                         
	 	
                Its  Chief
                  Executive Officer

              
	 	 
	 	
                NATURE
                  VISION OPERATING, INC.

              
	 	 
	 	
                By  

              	 /S/
                Jeffrey P.
                Zernov                         
	 	
                Its  Chief
                  Executive Officer

              
	 	 
	
                Accepted:

              	 
	 	 
	
                M&I
                  BUSINESS CREDIT, LLC

              	 
	 	 
	 	 
	
                By  

              	 /S/
                Thomas J. Kopacek	 
	
                Its  Vice
                  President

              	 


      

       

      
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