Exhibit 10.1 Letter


    
      

    

                                                                                                Exhibit
      10.1

     

     

     

     

    


                December
      31,
      2006

    


    B.O.S.
      Better Online Solutions Ltd.     

    Beit
      Rabin, Teradyon, Misgav 

    Attn:
      Mr.
      Shmuel Koren, CEO 

    Mr.
      Eyal
      Cohen, CFO

    


    Re:
      Qualmax
      Inc. (“Qualmax”) - B.O.S. Better Online Solutions Ltd. (“BOS”)  

    


    Dear
      Sirs,

    


    This
      letter agreement confirms the points of agreement recently reached by BOS,
      Qualmax, IPGear Ltd. (“IPGear”), New World Brands Inc. (”New World”) and P&S
      Spirit, LLC (the “New Investor”). Reference is made to the Asset Purchase
      Agreement entered into by and between BOS and Qualmax, dated October 26, 2005,
      as amended on November 2, 2005 and on December 31, 2005 (the “APA”), the Loan
      Agreement entered into by and between BOS and IPGear on December 31, 2005 (the
      “Loan Agreement”) and the Outsourcing Agreement entered into by and between BOS
      and IPGear on December 31, 2005 (the “Outsourcing Agreement”).

    


    
      	
              1.

            	
              Qualmax
                Debts to BOS Converted into New World Stock


            


    

    


    
      	 	
              1.1

            	
              Effective
                December 31, 2006, the amounts payable now or in the future to BOS
                under
                the APA, the Loan Agreement and the Outsourcing Agreement, totaling
                $1,480,189 as of such date, shall be converted into 5.50652 shares
                of New
                World convertible Series A Preferred Stock (the “Preferred Stock”), each
                such Preferred Stock convertible into 2,986,736 shares of New World
                Common
                Stock (the “Common Stock”), reflecting a conversion price of $0.09 per one
                share of New World Common Stock on an as-converted basis. The break-down
                of such amounts and the calculation of the New World issued shares
                is
                set-forth on Annex
                A
                hereto. The parties shall agree upon a fully itemized breakdown of
                the BOS
                converted debt as soon as is reasonably practicable after execution
                hereof, which breakdown may be adjusted subject to final audit of
                the
                annual financial statements of BOS and New World. Either party may
                subject
                the numbers appearing on Annex A to further audit to be completed
                within
                60 days of the date hereof. In the event an audit or the parties’ fully
                itemized breakdown would warrant certain adjustments, the parties
                shall
                settle such adjustments by cash payment. The Preferred Stock shall
                be
                automatically converted into shares of Common Stock, upon the amendment
                to
                the New World Certificate of Incorporation to authorize sufficient
                Common
                Stock to effect such conversion.

            


    

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          BOS,
            December 31, 2006

          Page
            2 of
            5 

        

      

    

    


     

     

    
      	
            	1.2	
              In
                the event the transactions contemplated hereby are subject to Israeli
                Value Added Tax (VAT), IPGear shall make such VAT payment as required
                by
                law, provided however, that at IPGear’s request, BOS shall advance the VAT
                payment and shall be promptly reimbursed by IPGear.
                

            


    

    


    
      	 	
              1.3

            	
              If
                necessary, the applicable parties shall enter into agreements making
                technical amendments to the APA, Loan Agreement and Outsourcing Agreement,
                and this agreement, reflecting the principles hereof.
                

            


    

    


    2.    Lock-Up 

    


    Promptly
      after execution hereof BOS shall enter into a lock-up agreement as to all of
      BOS’s Qualmax and New World shares (and shares acquired by exercise of warrants)
      in a form substantially similar to the Lock-Up Agreement by and among Kamrat
      Family, P&S Holders et al., dated as of December 29, 2006 and to be attached
      as Annex
      B
      hereto
      (the “Lock-Up Agreement”), provided
      however, that
      the
      lock-up applicable to any BOS share holdings shall be lifted, on a pro rata
      basis (taking into account all the shares subject to the Lock-Up Agreement),
      at
      the time any of the shares of a Qualmax Holder and of a P&S Holder (as
      defined in the Lock-Up Agreement) are released from lock-up, and provided
      further,
      that
      release of shares of a Qualmax Holder and/or a P&S Holder shall not be
      conditioned on BOS’s prior consent. Notwithstanding the above, the BOS share
      holdings may be released from lock-up at any earlier time, at the consent of
      a
      Qualmax Holder and a P&S Holder.

    


    3.    Additional
      Transactions 

      

    In
      furtherance of the parties previous undertakings, Qualmax and New World shall
      work towards a timely consummation of their contemplated merger (the “Merger”)
      and the registration with the SEC of all New World shares issued and/or issuable
      to BOS (the “Registration”), provided
      however,
      that
      such Merger and Registration shall take effect no later than upon the lapse
      of
      24 months from the date hereof. The provisions of the Registration Rights
      Agreement entered into by and between BOS and Qualmax as of December 31, 2005,
      shall be applicable to New World and the New World Common Stock, mutatis
      mutandis.
      The
      provisions of Section 7.1 of the APA, as amended, shall be deemed terminated.
      In
      addition, recognizing that BOS is a publicly listed company, Qualmax and New
      World shall provide BOS with the reports, financial statements, cap-tables
      and
      other materials, as may be reasonably requested by BOS in order to comply with
      its reporting obligations. 

    


    
      	
              4.

            	
              Option

            


    

    


    BOS
      shall
      grant to New World purchase rights by which New World shall have the option,
      but
      not the obligation, to purchase up to 30% of the New World shares held by BOS
      (including without limitation any New World shares distributed to

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          BOS,
            December 31, 2006

          Page
            3 of
            5 

        

      

    

    


     

     

    BOS
      pursuant to the Merger) (the “Option Shares”), at any time starting from the
      date following the completion of the Merger and the Registration, and ending
      three years following the date hereof, at a price equal to $0.12 per share
      of
      Common Stock for the first 2/3 of the Option Shares and $0.24 per share of
      Common Stock for the last 1/3 of the Option Shares. New World shall be entitled
      to assign the aforementioned option to any of the Qualmax Holders and/or the
      P&S Holders.

    


    5.    General

    


    For
      the
      avoidance of doubt, it is hereby irrevocably stated and confirmed that except
      (i) pursuant to their respective undertakings hereunder, and (ii) as explicitly
      set forth below, each of Qualmax, P&S Spirit, LLC, IP Gear and/or New World
      on the one hand, and BOS on the other, as well as any of their respective
      shareholders (including the New Investors), officers, directors or affiliates,
      expressly waive any claims whatsoever they may have against the other (including
      the subsidiaries, or any director, officer, shareholder or affiliate of any
      of
      said entities), of which they are aware as of the date hereof, and that arise
      out of and/or in connection with the APA, the Loan Agreement and/or any other
      agreement they had entered into prior to the date hereof (collectively, the
      “Agreements”), or out of and/or in connection with that Amended and Restated
      Stock Subscription and Share Transfer Agreement, and related agreements, dated
      effective December 29, 2006 (the “New World Investment”). For the avoidance of
      doubt, the Agreements’ provisions regarding the parties’ respective
      representations and warranties, indemnification undertakings and covenants
      (including, without limitation, BOS non-competition and non-solicitation
      covenants) shall remain in full force and effect with respect to any events
      or
      matters, of which the parties become aware after the date hereof. Nothing herein
      shall be deemed to derogate from BOS’s rights pursuant to 107,143 warrants to
      purchase Qualmax shares issued to BOS on December 31, 2005, nor from Qualmax’s
      indemnification rights relating to the Bosanova Litigation, nor shall this
      Agreement be construed as any form of release between any of Qualmax, P&S
      Spirit, LLC, IP Gear and/or New World. 

    


    The
      provisions of the following sections of the APA shall be deemed incorporated
      herein by reference, mutatis
      mutandis:
      11.2
      (Publicity), 15.3 (Expenses & Taxes), 15.6 (Governing Law, Venue), 15.8
      (Assigns), 15.10 (Further Assurances), 15.11, and 15.12 (counterparts).


    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          BOS,
            December 31, 2006

          Page
            4 of
            5

        

      

    

    


     

     

    Kindly
      acknowledge receipt of this letter and confirm our agreement set forth
      above.

    


     

        Sincerely,

    


                                        ______________________

    Qualmax
      Inc.                 IPGear
      Ltd. 

    


    Name:
      ___________________              Name:
      _________________

    


    Title:
      ____________________              Title:
      __________________

     

    


    


    ________________________                  ______________________ 

    New
      World
      Brands Inc.                       
      P&S
      Spirit, LLC

    


    Name:
      ___________________                
Name:
      _________________

    


    Title:
      ____________________                
Title:
      __________________


    


    


    


    Acknowledged
      and confirmed.

    


    _______________________________

    B.O.S.
      Better Online Solutions Ltd.

    


    Name:
      _________________________

    


    Title:
      __________________________

    


     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          BOS,
            December 31, 2006

          Page
            5 of
            5

        

      

    

    


     

    Annex
      A

     

    [Intentionally
      Omitted]