Unassociated Document


    MANUFACTURING
AGREEMENT

    


    This
Agreement is made as of August , 2010 by and between Interstate Caterers 2101
Parker Avenue South Plainfield New Jersey,07080 (herein referred to as
"Interstate") and Cono Italian, INC, 10 Main Street Keyport, New
Jersey 07735 (herein
referred to as "Cono").

     

    BACKROUND

    


    WHEREAS,
Interstate is a New Jersey company operating for the purposes of, among other
things, to manufacture, produce and distribute baked good products, frozen
products, in the New York Tri-State area.

    


    WHEREAS,
Cono is a Nevada Company doing business in New Jersey, which is responsible for
the manufacturing of the product, known as "pizza Cono".

    


    WHEREAS,
Interstate desires to manufacture sell and distribute the product known as
"pizza cone" ( herein referred to as "the Product") as per the request of Cono,
and Cono desires that Interstate manufacture the Product, upon the terms and
subject to
the conditions of this Agreement.

    


    NOW,
THEREFORE, in consideration of the mutual covenants hereinafter expressed, the
parties agree as follows:

    


    1.    TERM

    


    The Term
shall commence on the signing of this agreement and shall continue in force and
effect unless terminated by either party or extended pursuant to early
termination as

    


    set forth
in the provisions of this Agreement. 

     

    2.    THE
PRODUCT

    


    The
Product herein shall be an filled pizza cone manufactured in accordance with the
specifications set
forth by Cono.

    


    3.    RIGHTS

    


    Cono
hereby grants to Interstate for the Term the following rights in the
Territory:

    


    To
manufacture the product; which shall include the making and packaging of the
"pizza cone" as set forth in the manufacturing specifications submitted by Cono
to Interstate

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.    RESPONSIBILITIES

     

    Subject
to the terms and conditions of this Agreement. Interstate shall be responsible
for all facets of the manufacture and delivery of the Products, including,
without limitation, the ordering and purchasing of all raw materials required
to produce the Product
and the labor and cost of producing the product and storage.

    


    (a) Delivery- shall
mean delivery of the Product to Interstate's shipping dock and the loading of
the Product onto trucks designated by Cono.

    


    (b) Specifications of the
Product - Interstate
shall manufacture the Product in accordance with such specifications as set
forth by Cono (the Specifications"), to the extent not inconsistent with
applicable law, and shall maintain sufficient capacity to manufacture sufficient
quantities of the Product to meet Cono's forecasted demands for each period
covered by a three-month forecast. Interstate may not make any changes to
Specifications without the prior written approval from Cono. Interstate may from
time to time make reasonable alterations or modifications to the Specifications
by written notice thereof to Cono, but only to the extent that such alternations
or modifications do not materially disrupt Interstate's operations or result in
the incurrence by Interstate of unreasonable costs and expenses in implementing
such alterations and modifications.

    


    (c) Equipment: Cono
will lease to Interstate, for the sum of $1.00 per year, the following
equipment:

    


    a)
Automated filling machine

    b) Blast
Freezer

    c)
Empanada machine

    d)
Packaging machine

    e)
Miscellaneous equipment

    


    The
equipment shall remain the property of Cono and upon termination of this
agreement shall be immediately return to Cono by Interstate.

    


    Interstate
agrees to be responsible for the maintenance of the equipment and to keep the
equipment operational and free from disrepair. Cono shall bear the cost of the
maintenance and all repairs of the equipment.

    


    There
shall be no costs to Cono for rent or storage of the equipment or the
Product.

     

    (d) To
the extent that Cono requests Interstate to provide any services in addition to
those set forth herein, such as marketing and/or promotion, and Interstate
agrees to provide such services, such services will be provided for an amount
which is to be mutually agreed
and negotiated by the parties hereto. Any agreement to such effect will be
detailed in writing and any charges relating thereto will be invoiced by
Interstate to the Cono and will, at Interstate's election, be prepaid to
Interstate by Cono, or will be payable by way of Interstate deducting these
amounts from any payments or amounts otherwise due to Cono
hereunder.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.    ORDERS &
PRICING

    


    (a) Cono
shall order the Product from Interstate by the issuance of separate purchase
orders for the Product, which Purchase Orders shall contain terms consistent
with this Agreement except as provided otherwise in any written agreement by and
between Cono and Interstate. Such Purchase Orders shall be in form and substance
satisfactory to Interstate, as determined in Interstate's sole and absolute
discretion. Each Purchase Order shall designate the desired types and quantities
of Products and delivery dates, and shall be submitted to Interstate at least
fifteen (15) days prior to the delivery date specified in such Purchase Order.
At the time Cono has issued a Purchase Order for a specified amount of Product
and Interstate has accepted such Purchase Order, Cono shall be committed to
purchase the entire amount of the Product ordered and the Purchase Order shall
become irrevocable. The entire amount of the manufactured product shall be the
property of Cono whether or not it is shipped or remains on the property of
Interstate subject to the delivery of the Product to Cono.

     

    (b) Title
in and to Product shall pass from Interstate to Cono, and the risk of loss of,
or damage to, such Products shall pass to Cono, in
accordance with the terms and conditions set forth in the Purchase Order
covering such Product, but not prior to delivery to the shipper unless agreed
to in writing by Cono and Interstate.

    


    (c)
Interstate shall be responsible for all liability resulting from the
manufacturing of the Product and agrees to indemnify and hold Cono harmless from
all claims, suits and litigation resulting from the manufacturing of the
Product. Interstate shall retain an insurance policy covering the manufacturing
and distribution of the Product in an amount of at least one million dollars per
occurrence.

    


    (d) The
pricing for the Product manufactured by Interstate pursuant to this Agreement is
set forth in subsection "e" below and may from time to time be amended by the
written agreement of Cono and Interstate. Interstate shall invoice Cono upon
transfer of title and based on the pricing set forth below, for the amount of
Product so transferred. Each such invoice shall describe the number of type of
Product so transferred by Interstate. Within thirty (30) days of receipt of an
invoice delivered by Interstate pursuant to this subsection, Cono shall remit to
Interstate the amount set forth therein.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (e) The
pricing set forth herein for the Product manufactured by Interstate pursuant to
this Agreement is based upon the manufacturing and delivery to Interstate's
loading dock.

     

    The
transportation of such Products from such location is the responsibility of
Cono. Cono shall be responsible for making arrangements, including, but not
limited to, the retention of a carrier, to ship Products on the delivery date
specified in the Purchase Order relating to such Products.

    


    (f)
Pricing- Cono will pay Interstate the sum of ($) cents per cone. Said cost
includes all Interstate's costs including but not limited to ingredients, labor,
material, overheads, rent, storage.

    


    Said cost
is subject to change upon thirty (30) days written notice to Cono and shall be
changed only upon the written agreement of both parties. In the event that Cono
does not agree to the increase, Cono has the right to cancel this agreement in
its entirety.

    


    (g) Cone
will not be required to purchase a minimum product on a monthly basis and
manufacturing will be based solely upon demand.

     

    6.    ACCOUNTINGS

    


    Interstate
shall submit to Cono production statements of all product manufactured by
Interstate on a monthly basis.

    


    Cono may,
at Cono's own expense, audit Intertstate's books of accounts directly relating
to this Agreement_ Cono may make such audit only for the purpose of verifying
the accuracy of statements sent to the Cono hereunder and only as provided
herein. The Company will have the right to audit such books of account by notice
to Intertstate at least 60 days prior to the date the Cono intends to commence
such audit. Such audit will be conducted by either a reputable independent
Chartered Accountant, Certified Public Accountant, will be conducted in such a
manner so as not to disrupt Intertstate's other functions, and will be completed
promptly. Any such audit will be conducted only during Interstate's usual
business hours and at the place where Interstate keeps the books of the accounts
to be examined_ Cono's auditor will review his or her tentative written findings
with a member of Interstate's finance staff designated by Interstate before
rendering a report to Cono so as to remedy any factual errors and clarify any
issues that may have resulted from misunderstanding.

     

    Cono
acknowledges that Interstate's books of account contain confidential trade
information. Neither Cono nor Cono's representatives will at any time
communicate to others or use on behalf of any other Person any facts or
information obtained as a result of their examination of Interstate's books of
account; except pursuant to a court order, statute or government regulation,
provided that Cono gives prior written notice to Interstate of such required
disclosure.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    7.    CONO'S OBLIGATIONS

    


    Cono will
deliver the manufacturing equipment to Interstate, at the Cono's sole cost and
expense, and all other parts necessary to manufacture the product, at a mutually
agreed upon place and time. In addition, Cono will furnish Interstate with all
manufacturing information, licenses, releases, assignments, consents and
clearances required by Interstate for the manufacture of the product, without
limitation and the packaging and information contained therein.

    


    Cono will
be solely responsible for and will perform, on a reasonable basis, all marketing
functions in connection with the Product.

    


    8.    TERMINATION OF
AGREEMENT

    


    Either
party may terminate this agreement at any time without cause upon 30 days
written notice to Interstate.

    


    In the
event Interstate opts to terminate the agreement, Interstate will continue to
manufacture the product for 30 days past the date of the notice of termination
if requested by Conc.

    


    Upon
termination, Cono shall pay Interstate all outstanding invoices to date and
Interstate will promptly deliver any product that has not been shipped and will
allow Cono to enter the premises to pick up all equipment set forth
above.

    


    9.    TERMINATION FOR
CAUSE

    


    Notwithstanding
anything in the contrary contained herein, Cono may terminate this agreement at
any time, for (i) any violation of any express direction or any reasonable rule
or regulation established by Cono from time to time regarding the manufacturing
of the product, (ii) any breach or violation by Interstate of the terms and
conditions of this Agreement, (iii) any action or inaction by Interstate of any
of its employees, agents or representatives likely to discredit or have an
adverse effect, impact of injury upon Cono, its officers, employees or
affiliates or on the ability of Interstate to perform its duties (iv)
Interstate's inability to manufacture the amount of the product as per Cono's
demands.

    


    10.    PRODUCT LIABILITY
INDEMNIFICATION

    


    Interstate
shall indemnify and hold harmless Cono from any loss, damage, claim, cost or
expense incurred or suffered by Cono by reason of any claim by any third party
alleging a defect in the Product, provided that the condition or circumstance
affecting such product was present prior to Cono accepting delivery of the
Product if applicable.

    


    11.    COMPANY
PROPERTY

    


    All
advertising, sales, and other materials or articles or information including
without limitation data processing reports, recipes and/or specifications of the
product, customer sales
analysis, invoices, customer lists, identity of suppliers, contractors or
employees, price lists or information, samples, supplier's catalogues and price
lists or any other material or data of any kind furnished to Interstate by Cono
or developed by Interstate on behalf of Cono or at Cono's direction or for
Cono's use or otherwise in connection with Interstate's engagement as
manufacturer of the Product hereunder are and shall remain the sole and
confidential property of Cono.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    12.    TRADE SECRETS

     

    During
the term of this Agreement and thereafter, neither party shall for its personal
benefit, or disclose, communicate or divulge to, or use for the direct or
indirect benefit of any person, firm, association or company other than the
party owning such information regarding the business methods, business,
policies, procedures, techniques, ingredients, research or development projects
or results, trade secrets or other knowledge or processes of or developed by the
other party or suppliers of any other confidential information relating to or
dealing with the business operations or activities of the other party, made
known to such party or learned or acquired by such party in connection with this
Agreement

     

    13.    EQUITABLE
RELIEF

    


    Each
party acknowledges that the restrictions contained in sections 11 and 12 are
reasonable and necessary in order to protect the legitimate interests of the
other party, and that any violation thereof would result in the irreparable
injury to the party whose Confidential information is being disclosed. Each
party therefore acknowledges that, in the event of its violation of any of these
restrictions, the other party shall be entitled to obtain from any Court of
competent jurisdiction preliminary and permanent injunctive relief without the
necessity of posting bond as well as damages and an equitable accounting of all
earnings, profits and any other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights and remedies to
which a party may be entitled.

     

    14.    NON-COMPETE

    


    Interstate
agrees and covenants hereinafter not to compete with Cono directly or indirectly
with its customers and relationships (i) with any third parties to develop or
manufacture the Product, or any products that are competitive with the Product
or (ii) that would enable any third party to develop or manufacture the Product,
or any products that are competitive with the Products. This provision shall
remain in effect and survive the termination of this agreement for a period of
ten years.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    15.    MISCELLANEOUS

    


    (a) Indulgences.
Etc.- Neither the failure or any delay on the part of either party
to exercise any right remedy power of privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy power of privilege, preclude any other or further exercise of the
same or any other right, remedy, power or privilege nor shall any waiver of any
right, remedy, power of privilege with

    respect
to any occurrence be construed as a waiver of such right, remedy power of
privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and signed by the party asserted to have been granted
such waiver.

    


    (b) Controlling
Law- This agreement and all questions relating to its validity
interpretation, performance and enforcement (including, without limitation,
provisions concerning limitations of actions), shall be governed by the laws of
the State of New Jersey, notwithstanding any conflict-of-laws doctrines of such
state or other jurisdiction to the contrary, and without the aid of any cannon,
custom or rule of law requiring construction against the draftsman.

    


    (c) Notices- All
notices demands and other communications required or permitted under this
Agreement shall be in writing and shall have deemed to have been duly given,
made and received only when delivered (personally by courier service such as
Federal Express, or by any other messenger) or when deposited in the United
States mails, registered or certified mail, postage prepaid, return receipt
requested, addressed a set forth below:

    


    (i) to
Interstate

    Interstate
Caterer's

    2101
Parker Avenue

    South
Plainfiled,New Jersey 07080-1407

    


    (ii) to
Cono

    Cono
Italiano Inc.

    10 Main
Street

    Keyport,
New Jersey 07735

    


    Any party
may alter the address to which communications or copies are to be sent by giving
notice of such change of address in conformity with the provisioned of this
paragraph for the giving of notice.

     

    (d) Binding Nature of
Agreement- This Agreement shall be binding upon and inure to the
benefit of Interstate, its successors and assigns and shall be binding upon and
shall inure to the benefit of Cono and its successors and assigns. Interstate
acknowledges that the services
to be rendered are unique and personal; Accordingly Interstate may not assign or
delegate any of its
rights of obligations hereunder without the prior approval of
Cono

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (e) Provisions
Separable The provisions of the Agreement are independent and
separable from each other and no provision shall be affected of rendered invalid
or unenforceable by virtue of the fact that for any reason any other or others
of them may be invalid or unenforceable in whole or in part.

    


    (I) Entire
Agreement This Agreement contains the entire understanding of the
parties hereto with respect to the subject manner hereof, and supersedes all
prior and contemporary agreement and understandings, inducements or conditions,
express of implied, oral or written, except as herein contained. The express
terms herein control and supersede any course of performance and/or usage of the
trade inconsistent with the terms hereof.

    


    (g) Paragraph
Headings The paragraph headings in this Agreement are for
convenience oniv and shall not affect its interpretation.

    


    (h) Number of
Days In computing the number of days for purposes of this agreement,
all days shall be counted including Saturdays, Sundays and holidays; provided
however, that if the final day of any time period falls on a Saturday, Sunday or
holiday on which federal banks are or may elect to be closed, then the final day
shall be deemed to be in the next day which is not a Saturday, Sunday or
holiday

    


    (i) Modifications- This
Agreement may not be modified or amended orally but only by written agreement
signed by Authorized representatives of Interstate and Cono

    


    (j) Counterparts. This
Agreement may be signed in one or more counterparts each of which counterparts
shall constitute an original of this agreement

    


    (k)
Advice of Counsel- INTERSTA'I E AND CONO ACKNOWLEDGES THAT IN EXECUTING THIS
AGREEMENT, IT HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL
COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS
AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY
PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, the parties have executed and delivered his Agreement as of the
date first above written,

     

    
      
        	 	Interstate
      Caterers	 
	 	 	 	 
	
                 

              	
                By:

              	/s/ Joe
      Amorim	 
	 	Name:	Joe Amorim	 
	 	Title:	President	 
	 	 	 	 


      

    

     

    
      
        	 	Cono
      Italian, INC	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Mitchell
      Brown	 
	 	Name:	Mitchell
      Brown	 
	 	Title:	CEO