Exhibit 10.3 Restated Lock-up Agreement


    
      

    

     

                                                                                    Exhibit
      10.3

    
 

    AMENDED
      AND RESTATED LOCK-UP AGREEMENT

     

    This
      AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”),
      is
      entered into and effective as of December 29, 2006, by and among New World
      Brands, Inc., a Delaware corporation (the “Company”),
      Qualmax, Inc., a Delaware corporation (“Qualmax”),
      M.
      David Kamrat, an individual (“D.
      Kamrat”),
      Jane
      Kamrat, an individual (“J.
      Kamrat”),
      Noah
      Kamrat, an individual (“N.
      Kamrat”),
      Tracy
      Habecker, an individual (“T.
      Habecker”
and
      together with D. Kamrat, J. Kamrat and N. Kamrat the “Kamrat
      Family”,
      and
      together with the Kamrat Family and Qualmax, the “Qualmax
      Holders”),
      Dr.
      Selvin Passen, an individual (“Dr.
      Passen”),
      Oregon Spirit, LLC, a Nevada limited liability company (“Oregon
      Spirit”),
      P&S Spirit, LLC, a Nevada limited liability company (“P&S”
and
      together with Dr. Passen and Oregon Spirit, the “P&S
      Holders”).

     

    RECITALS

     

    In
      connection with the execution and delivery of a Subscription Agreement as
      amended and restated effective December 29, 2006 by and between the Company,
      P&S, and D. Kamrat and N. Kamrat (the “Subscription
      Agreement”),
      the
      parties hereto entered into a Lock-Up Agreement dated as of December 29, 2006
      (the “Original
      Lock-Up Agreement”).
      In
      connection with the amendment and restatement of the Subscription Agreement,
      the
      parties now desire to amend and restate the Original Lock-Up Agreement in its
      entirety, as provided herein.

     

    As
      of the
      date hereof, the Qualmax Holders own, or have the right to purchase or acquire,
      shares of common stock, par $0.01 per share (the “Common
      Stock”)
      of the
      Company and/or shares of Series A Convertible Preferred Stock, par value $0.01
      per share (the “Series
      A Stock”)
      of the
      Company, in the amounts set forth opposite each Qualmax Holder’s name on
Schedule
      A
      hereto
      (such shares, the “Qualmax
      Shares”).

     

    As
      of the
      date hereof, the P&S Holders own, or have the right to purchase or acquire,
      shares of Common Stock and/or shares of Series A Stock, in the amounts set
      forth
      opposite each P&S Holders’ name on Schedule
      B
      hereto
      (such shares, the “P&S
      Shares”).

     

    The
      Company and P&S are parties to an Amended and Restated Stock Subscription
      Agreement of even date herewith (the “Restated Subscription
      Agreement”),
      pursuant to which the Company has agreed to sell to P&S, and P&S has
      agreed to purchase from the Company, up to a total of 18.600756 shares of Series
      A Stock, which shares of Series A Stock are convertible into a total of
      55,555,556 shares of Common Stock, as well as warrants to purchase additional
      shares of Series A Stock (or Common Stock).

     

    As
      a
      condition to the execution and delivery of the New Subscription Agreement and
      the consummation of the transactions contemplated thereby at the Tranche A
      Closing (as defined therein), the parties hereto desire to enter into this
      Agreement to amend and restated the Original Lock-Up Agreement in its entirety
      and to set forth certain agreements and arrangements among them with respect
      to
      the disposition of the Qualmax Shares and the P&S Shares from and after the
      date hereof.

     


    
      
        
        

      

      
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    NOW,
      THEREFORE, for good and valuable consideration, including the mutual promises
      and agreements herein made, the receipt and sufficiency of which is hereby
      acknowledged, and intending to be legally bound hereby, the parties hereto
      agree
      as follows:1. Definitions.
      Capitalized terms used in this Agreement that are not otherwise defined shall
      have the meanings assigned to such terms in this Section
      1.
      Capitalized terms used in this Agreement that are not otherwise defined shall
      have the meanings assigned to such terms in the Restated Subscription Agreement,
      which definitions are hereby incorporated by reference.

     

    “Affiliate”
means,
      with respect to a specified Person, any other Person which controls, is
      controlled by or is under common control with such specified Person. For
      purposes of the definition of Affiliate, the term “control” (including the terms
“controls”, “controlled by” and “under common control with”) means the
      possession, direct or indirect, of the power to direct or cause the direction
      of
      the management and policies of a Person, whether through the ownership of voting
      securities, by contract or otherwise, and for the avoidance of doubt, shall
      include an executive officer, member, manager or director of a
      Person.

     

    “Company
      Shares”
means
      the Qualmax Shares and the P&S Shares owned on the date hereof, and includes
      any shares of capital stock of the Company acquired, directly or indirectly,
      by
      any Restricted Stockholder from and after the date hereof, whether in a private
      transaction (with the Company or any other Person), upon the exercise of any
      Derivative Securities or pursuant to any block sale; provided
      that
      Company Shares shall not include: (1) 9,750,000 shares of Common Stock owned
      by
      Selvin and Sylvia Passen, TBTE; (2)
      the
      500,000 shares of the Company’s common stock recently acquired, or in the
      process of being acquired, by Dr. Selvin Passen or his affiliates, from William
      Kedersha and from Costas Ataliotis; or
      (3) any
      shares of Common Stock acquired by any Qualmax Holder and/or P&S Holder in
      any open market purchase.

     

    “Derivative
      Securities”
means
      options or warrants to purchase Company Shares, or any securities convertible
      into, exchangeable for or that represent the right to receive Company Shares,
      owned on the date hereof, and includes any options or warrants to purchase
      Company Shares, or any securities convertible into, exchangeable for or that
      represent the right to receive Company Shares acquired, directly or indirectly,
      by any Restricted Stockholder from and after the date hereof, whether in a
      private transaction (with the Company or any other Person) or pursuant to any
      block sale.

     

    “Family
      Member”
means,
      with respect to any Restricted Stockholder who is a natural person, all the
      lineal descendants and ascendants in direct line of such Restricted Stockholder
      and the siblings of such Restricted Stockholder and their lineal descendants
      and
      a husband or wife or widower or widow of any of the above Persons and for the
      purposes aforesaid a step child or adopted child or illegitimate child of any
      Person shall be deemed to be a lineal descendant.

     


    
      
        
        

      

      
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    “Family
      Trusts”
means,
      with respect to any Restricted Stockholder who is a natural person who holds
      Company Shares and/or Derivative Securities, trusts under which no substantial
      beneficial interest in any of the Company Shares and/or Derivative Securities
      held by such trust is vested in any Person other than such Restricted
      Stockholder and/or Family Members of such Restricted Stockholder. For purposes
      of this definition, a Person shall be considered “beneficially interested” in
      Company Shares and/or Derivative Securities if such share or any income related
      thereto is transferred or paid or applied or appointed to or for the benefit
      of
      such Person, or any voting or other rights attaching thereto are exercisable
      by
      or as directed by such Person pursuant to the terms of such trust or as the
      result of an exercise of a power or discretion conferred by such terms on any
      Person or Persons.

     

    “Permitted
      Transferee”
means:
      (a) in the case of any Qualmax Holder, any other Qualmax Holder; (b) in the
      case
      of any P&S Holder, any other P&S Holder; and (c) in the case of any
      Restricted Stockholder, a Family Trust, but solely for financial planning
      purposes.

     

    “Person”
means
      any individual, corporation, limited liability company, partnership, joint
      venture, association, trust, unincorporated organization, governmental body
      or
      authority or any other entity.

     

    “Qualmax
      Representative”
means
      D. Kamrat and N. Kamrat, acting together.

     

    “Restricted
      Stockholder”
means
      any Qualmax Holder, P&S Holder and/or any Permitted Transferee.

     

    “Transfer”
means
      any offer, sale, contract to sell, pledge, hypothecation, encumbrance, grant
      of
      an option to purchase, short sale or other disposition or transfer of any
      Company Shares or Derivative Securities.


    2. Lock-Up
      Agreement.
      During
      the term of this Agreement: (a) each Qualmax Holder and each Permitted
      Transferee of a Qualmax Holder, covenants and agrees that it will not Transfer
      any Company Shares or any Derivative Securities owned by such Person without
      the
      prior written consent of the P&S Representatives; and (b) each P&S
      Holder and each Permitted Transferee of a P&S Holder covenants and agrees
      that it will not Transfer any Company Shares or any Derivative Securities owned
      by such Person, without the prior written consent of the Qualmax
      Representatives; provided,
      however,
      that
      the foregoing notwithstanding, each Restricted Stockholder shall be permitted
      to
      Transfer any Company Shares and/or Derivatives Securities of such Person without
      the prior written consent of the other so long as: (i) such Transfer is to
      a
      Permitted Transferee; (ii) such Permitted Transferee agrees, in writing, to
      be
      bound by this Agreement to the same extent as the Person Transferring such
      securities (to the extent not already a party hereto); and (iii) such Transfer
      (by itself or when viewed as one of a series of related transactions) would
      not
      result in the circumvention of any of the provisions of this Section
      2.
      Notwithstanding anything contained in this Agreement to the contrary, in the
      event that Qualmax is merged with the Company, or there shall occur any other
      transaction pursuant to which the stockholders of Qualmax receive shares of
      Common Stock in exchange for, or in lieu of, shares of common stock in Qualmax,
      no Person who acquires shares of Common Stock in connection therewith, other
      than the Kamrat Family, shall be subject to this Agreement, whether as a
      Permitted Transferee of Qualmax, or otherwise.

     

     

    
      
        
        

      

      
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    3. Acquisitions/Transfers
      of Company Shares and/or Derivative Securities.
      Promptly following the acquisition, or Transfer, after the date hereof by any
      Qualmax Holder and/or P&S Holder of additional Company Shares or Derivative
      Securities, such Qualmax Holder or P&S Holder, as the case may be, shall
      provide written notice to the Company (a “Transfer
      Notice”)
      setting
      forth: (a) the number of Company Shares and/or Derivative Securities acquired
      and/or Transferred; (b) the date acquired and/or Transferred; and (c) a general
      description of the nature of the transaction in which such Company Shares and/or
      Derivative Securities were acquired and/or Transferred. As soon as reasonably
      practicable following the receipt of an Transfer Notice, the Company shall
      amend
Schedule
      A
      and/or
Schedule
      B,
      to the
      extent applicable, to reflect the acquisition and/or Transfer of any such
      Company Shares and/or Derivative Securities, and shall send each Qualmax Holder
      and P&S Holder a copy of such Schedule, as updated, to reflect the
      same.

     

    4. Termination.
      This
      Agreement shall terminate on the earliest to occur of: (a) the mutual agreement
      by the Qualmax Representatives and the P&S Representatives hereto; and (b)
      December 31, 2008; provided, however, that in the event that (i) the Tranche
      B-1
      Closing Condition under Section is satisfied and P&S fails to purchase the
      Tranche B-1 Shares at the Tranche B-1 Closing or (ii) the Tranche B-2 Closing
      Condition is satisfied and P&S fails to purchase the Tranche B-2 Shares, or
      the Aggregate Tranche B Shares, as applicable, at the Tranche B-2 Closing,
      or
      (iii) the Tranche B-1 or Tranche B-2 Closing Condition is not satisfied and
      P&S fails to exercise the purchase option under Section (1)(e) of the
      Subscription Agreement as to the Tranche B-1 Shares or the Tranche B-2 Shares,
      respectively (the “Terminative
      Event”),
      the
      terms of this Agreement shall be of no further force and effect as of December
      31, 2007. 


    5. Notices.
      Unless
      otherwise specifically provided herein, all notices or other communications
      under this Agreement shall be effective only if in writing and delivered by
      hand, delivered by telecopier, or mailed by overnight courier
      service:

     

    (a) if
      to the
      Company or Qualmax, addressed to its principal executive offices at 340 West
      Fifth Avenue, Eugene, Oregon 97401, Attn: General Counsel, with a copy to Kramer
      Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New
      York 10036, Attn: Scott S. Rosenblum; and

     

    (b) if
      to
      P&S, TBTE or Oregon Spirit, addressed to 2019 SW 20th
      Street,
      Suite 108, Fort Lauderdale, Florida 33315, Attn: Selvin Passen, M.D., with
      a
      copy to Adelberg Rudow, Dorf & Hendler, LLC, 7
      Saint
      Paul Street, Suite 600, Baltimore,
      MD 21202, Attn: David
      B.
      Rudow, Esquire.

     

    6. Amendment.
      This
      Agreement may not be modified, amended, altered or supplemented, except by
      a
      written agreement executed by each of the parties hereto. 

     

    7. Entire
      Agreement.
      This
      Agreement
      contains
      the entire understanding and agreement of the parties relating to the subject
      matter hereof and supersedes all prior and/or contemporaneous understandings
      and
      agreements of any kind and nature (whether written or oral) among the parties
      with respect to such subject matter, including the Original Agreement, all
      of
      which are merged herein.

     

     

    
      
        
        

      

      
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    8. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida applicable to agreements made and to be performed in that
      state, without regard to any of its principles of conflicts
      of laws or other laws which would result in the application of the laws of
      another jurisdiction. This Agreement shall be construed and interpreted without
      regard to any presumption against the party causing this Agreement to be
drafted.
      

     

    9. Waiver
      of Jury Trial.
      EACH OF
      THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL
      BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
      AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES
      UNCONDITIONALLY AND IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION
      OF THE COURTS OF THE STATE OF FLORIDA AND THE FEDERAL DISTRICT COURT FOR THE
      DISTRICT
      OF FLORIDA WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING
      OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY,
      AND EACH OF THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
      OBJECTION TO VENUE IN FLORIDA OR SUCH DISTRICT, AND AGREES THAT SERVICE OF
      ANY
      SUMMONS, COMPLAINT, NOTICE OR OTHER PROCESS RELATING TO SUCH SUIT, ACTION OR
      OTHER PROCEEDING MAY BE EFFECTED IN THE MANNER PROVIDED IN SECTION
      4.
      


    10. Severability.
      The
      parties agree that if any provision of this Agreement be held to be invalid,
      illegal or unenforceable in any jurisdiction, that holding shall be effective
      only to the extent of such invalidity, illegally or unenforceability without
      invalidating or rendering illegal or unenforceable the
      remaining provisions hereof, and any such invalidity, illegally or
      unenforceability in any jurisdiction
      shall not invalidate or render unenforceable such provision in any other
      jurisdiction. It is the intent of the parties that this Agreement be fully
      enforced to the fullest extent permitted by applicable law.

     

    11. Binding
      Effect; Assignment.
      Except
      as otherwise provided herein, this Agreement and the rights and obligations
      hereunder may not be assigned by any party hereto without the prior written
      consent of the other parties hereby. This Agreement
      shall be binding upon and shall inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns.

     

    12. Headings.
      The
      section headings contained in this Agreement (including, without limitation,
      section headings and headings in the exhibits and schedules) are inserted for
      reference purposes only and shall not affect in any way the meaning,
      construction or interpretation of this Agreement. Any reference to the
      masculine, feminine, or neuter gender shall be a reference to such other gender
      as is appropriate. References to the singular shall include the plural and
      vice
      versa.

     

     

    
      
        
        

      

      
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    13. Counterparts.
      This
      Agreement may be executed in two or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original, and all of which, when taken together,
      shall constitute
      one and the same document. This Agreement shall become effective when one or
      more counterparts, taken together, shall have been executed and delivered by
      all
      of the parties.

     

    [signature
      pages follow]

     

     

     

    COUNTERPART
      SIGNATURE PAGE

     

    TO

     

    AMENDED
      AND RESTATED LOCK-UP AGREEMENT

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective
      as of the date first written above.

     

    NEW
      WORLD
      BRANDS, INC.

     

    


     

    By: ________________________     

    Name: M.
      David Kamrat

    Title: CEO

     

     

     


    
      
        
        

      

      
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    COUNTERPART
      SIGNATURE PAGE

     

    TO

     

    AMENDED
      AND RESTATED LOCK-UP AGREEMENT

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective
      as of the date first written above.

     

    
      	
              QUALMAX
                HOLDERS:

               

              QUALMAX,
                INC.

               

              By:__________________________________    

              Name: M.
                David Kamrat

              Title: CEO

               

              Address: 340
                W. 5th
                Avenue

                   
    Eugene,
                OR
                97401

               

              Fax:    (541)
                302-3064

               

            	
               

               

               

               

              ___________________________________

              M.
                David Kamrat

               

              Address: c/o
                New World Brands, Inc.

              340
                W. 5th
                Avenue

              Eugene,
                OR 97401

              Fax:        
                (541)
                302-3064

               

            
	
               

              ________________________________

              Noah
                Kamrat

               

              Address:   c/o
                New World Brands, Inc.

              340
                W. 5th
                Avenue

              Eugene,
                OR 97401

               

              Fax:        (541)
                302-3064

               

            	
               

              __________________________________

              Jane
                Kamrat

               

              Address:   c/o
                New World Brands, Inc.

              340
                W. 5th
                Avenue

              Eugene,
                OR 97401

               

              Fax:        (541)
                302-3064

               

            
	
               

              ____________________________________

              Tracy
                Habecker

               

               

              Address:   c/o
                New World Brands, Inc.

              340
                W. 5th
                Avenue

              Eugene,
                OR 97401

              Fax:        
                (541)
                302-3064

            	 


    

     

    


     

     

    
 

    



    
      
        
        

      

      
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    COUNTERPART
      SIGNATURE PAGE

     

    TO

     

    AMENDED
      AND RESTATED LOCK-UP AGREEMENT

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective
      as of the date first written above.

     

    
      	
              P&S
                HOLDERS:

               

              OREGON
                SPIRIT, LLC

               

              By:_____________________________________    

              Name: Selvin
                Passen, M.D.

              Title: Manager

               

              Address:   2001
                S.W. 20th
                Street, #102

              Ft.
                Lauderdale, FL 33315

                      _________________________

                      _________________________

               

              Fax:    

            	
               

               

              P&S
                Spirit, LLC

               

              By:__________________________________    

              Name: Selvin
                Passen, M.D.

              Title: Manager

               

              Address:   2001
                S.W. 20th
                Street, #102

              Ft.
                Lauderdale, FL 33315

                      ___________________________

                      ___________________________

               

              Fax:    

            
	 	
               

              _____________________________

              Dr.
                Selvin Passen

               

              Address:   2001
                S.W. 20th
                Street, #102

              Ft.
                Lauderdale, FL 33315

                      _________________________

                      _________________________

               

              Fax:

            
	 	 


    

    


     

     

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