kl06021_ex10-8.htm


    
      

    

     

    Exhibit
      10.8

     

    
 

    FIRST
      AMENDMENT

     

    TO

     

    AMENDED
      AND RESTATED LOCK-UP AGREEMENT

     

    


    This
      First Amendment (this “First Amendment”) to Amended and Restated Lock-Up
      Agreement (the “Restated Original Lock-Up Agreement”), dated as of May
      31, 2007, is 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”).  All capitalized terms not
      otherwise defined herein shall have the meanings ascribed to them in the
      Restated Original Lock-Up Agreement.

     

    RECITALS:

     

    WHEREAS,
      on December 29, 2006, the parties entered into an Amended and Restated Lock-Up
      Agreement;

     

    WHEREAS,
      the parties recognize with extreme sadness the passing of Sylvia Passen on
      March
      14, 2007, and the shares of stock of the Company previously owned by Selvin
      and
      Sylvia Passen, TBTE, are now owned by Dr. Passen; and

     

    WHEREAS,
      in relation to that First Amendment to Amended and Restated Stock Subscription
      and Share Transfer Agreement of even date herewith among the Company and P&S
      Spirit, the parties desire to amend the Restated Original Lock-Up Agreement
      as
      provided herein.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements herein
      set
      forth, the parties hereto desire to amend the Restated Original Lock-Up
      Agreement to reflect the aforementioned and certain other changes thereto as
      set
      forth herein:

     

    1.           Section
      4 of the Restated Original Lock-Up Agreement shall be deleted in its entirety
      and replaced with the following: “This Agreement shall terminate on the earlier
      to occur of: (a) the mutual agreement by the Qualmax Representatives and the
      P&S Representatives hereto; and (b) December 31, 2008.”

     

    2.           By
      execution of this First Amendment, all of the parties to this First Amendment
      acknowledge that P&S is contemplating transferring a portion of the
      membership interests of P&S to Mark S. Kahan and agree that the transfer of
      such interests, if it occurs, shall be permitted notwithstanding anything to
      the
      contrary in the Restated Original Lock-Up Agreement as amended by this First
      Amendment, and all of the parties to this First Amendment waive any right that
      any of them may have to object to such transfer.

     

    3.           The
      reference to “Selvin and Sylvia Passen, TBTE” in the definition of “Company
      Shares” shall be replaced with “Dr. Passen”.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    4.           Except
      as specifically amended hereby, the Restated Original Lock-Up Agreement is
      hereby ratified and confirmed in all respects and shall remain in full force
      and
      effect.

     

    5.           To
      the extent of any inconsistency between the terms of the Restated Original
      Lock-Up Agreement and this First Amendment, the terms of this First Amendment
      will control.  Each reference in the Restated Original Lock-Up
      Agreement to “this Agreement,” “herein,” “hereunder” or words of similar import
      shall be deemed to be a reference to the Restated Original Lock-Up Agreement
      as
      amended by this First Amendment, and the Restated Original Lock-Up Agreement
      as
      so amended shall be read as a single, integrated document.

    


    6.           This
      First Amendment 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 but all of which taken together shall
      constitute one and the same agreement.  Facsimile transmission of any
      signed original counterpart and/or retransmission of any signed facsimile
      transmission shall be deemed the same as the delivery of an
      original.  The introductory Recitals are incorporated into and made a
      substantive part of this First Amendment.

    


    


    [Signature
      page follows]

    


     

     

     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
      the
      day and year first above written.

    


                        COMPANY:

    


                        NEW
      WORLD BRANDS,
      INC.


    


                        By:
/s/
      M. David
      Kamrat           

                        Name: M.
      David Kamrat

                        Title: CEO

    


    


                        QUALMAX
      HOLDERS:

    


                        QUALMAX,
      INC.

     

                        By:
/s/
      M. David
      Kamrat           

                        Name: M.
      David Kamrat

                        Title: CEO


    


                        /s/
      M. DAVID
      KAMRAT

                        M.
      DAVID
      KAMRAT

     

     

                        /s/
      NOAH
      KAMRAT

                        NOAH
      KAMRAT

    


    


                        /s/
      JANE
      KAMRAT

                        JANE
      KAMRAT

    


    


                        /s/
      TRACY
      HABECKER

                        TRACY
      HABECKER


    


    


    


    [signatures
      continued]

    


     

    
 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


                        P&S
      HOLDERS:

     

                        P&S
      SPIRIT,
      LLC

    


    


                        By:
/s/
      Selvin
      Passen,
      M.D.           

                        Name:
Selvin
      Passen, M.D.

                        Title: Manager

    


                        SELVIN
      PASSEN,
      M.D.

    


    


                        By:
/s/
      Selvin
      Passen,
      M.D.                                                      

                        Selvin
      Passen,
      M.D.

    


                        OREGON
      SPIRIT,
      LLC

    


    


                        By:
/s/
      Selvin Passen,
      M.D.           

                        Name:
Selvin
      Passen, M.D.

                        Title:   Manager

     

    
 

     

     

     

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