kl06021_ex10-7.htm


    
      

    

     

    Exhibit
      10.7

    
 

    FIRST
      AMENDMENT

     

    TO

     

    AMENDED
      AND RESTATED VOTING AGREEMENT

     

    


    This
      First Amendment (this “First Amendment”) to Amended and Restated Voting
      Agreement (the “Restated Original Voting 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”),
      P&S Spirit, LLC, a Nevada limited liability company (“P&S”),
      Selvin Passen, M.D. (“Dr. Passen”), Oregon Spirit, LLC, a Nevada limited
      liability company (“Oregon Spirit”), and, solely for purposes of
Section 21 of the Restated Original Voting Agreement, 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 the Kamrat Family and Qualmax together
      the “Qualmax Holders”).  Each of Qualmax, P&S, Dr. Passen
      and Oregon Spirit are herein referred to as a “Voting Stockholder,” and
      together as the “Voting Stockholders.”  All capitalized terms
      not otherwise defined herein shall have the meanings ascribed to them in the
      Restated Original Voting Agreement.

     

    RECITALS:

     

    WHEREAS,
      on December 29, 2006, the parties entered into an Amended and Restated Voting
      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 Voting 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 Voting Agreement
      to reflect the aforementioned and certain other changes thereto as set forth
      herein:

     

    1.           Section
      2 of the Restated Original Voting Agreement shall be amended and replaced in
      its
      entirety, effective as of the effective date of this First Amendment, to read
      as
      follows:

     

    “2.           Nominations
      of Directors.

     

    “(a)           Qualmax
      shall be entitled at all times until the 2009 annual meeting of the stockholders
      of the Company to designate two (2) individuals (the “Qualmax Nominees”)
      to serve as directors, which Qualmax Nominees shall initially be M. David Kamrat
      and Noah Kamrat.  Noah Kamrat shall be a Class II director and M.
      David Kamrat shall be a Class III director.  Duy
      Tran previously resigned as a director.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    “(b)           P&S
      shall be entitled at all times until the 2009 annual meeting of the stockholders
      of the Company to designate three (3) individuals (the “P&S
      Nominees”) to serve as directors, which P&S Nominees shall initially be
      Jacob M. Schorr, Ph.D, Selvin Passen, M.D. and Mark S. Kahan.  Mark S.
      Kahan shall serve as a Class I Director, Selvin Passen, M.D. shall serve as
      a
      Class II director, and Jacob M. Schorr, Ph.D shall serve as Class III
      director.

     

    “(c)           Pursuant
      to Section 3 hereof, the Qualmax Nominees and the P&S Nominees shall
      be elected by the Voting Stockholders (provided that such nominees remain
      willing to serve) such that the Qualmax Nominees and the P&S Nominees shall
      serve on the Board until the 2009 annual meeting of the stockholders of the
      Company (and in the Classes specified herein).

     

    “(d)           If,
      prior to an individual’s election to the Board, any individual designated to
      serve as a director shall be unable or unwilling to serve as a director, the
      group who designated any such individual to serve as a director pursuant to
      the
      provisions of this Section 2 shall be entitled to designate a replacement
      in accordance with the provisions of this Section 2 who shall then be
      elected a director.

     

    “(e)           No
      Voting Stockholder, nor any affiliate of any such Voting Stockholder, shall
      have
      any liability as a result of designating a person for election as a director,
      or
      for any act or omission by such designated person in his or her capacity as
      a
      director of the Company, nor shall any Voting Stockholder have any liability
      as
      a result of voting for any such designee in accordance with the provisions
      of
      this Agreement.”

     

    2.           Section
      4(d) of the Restated Original Voting Agreement shall be deleted in its
      entirety.  Any reference in the Restated Original Voting Agreement to
“TBTE” shall be replaced with “Dr. Passen”.  Sections 22(a) and 22(c)
      of the Restated Original Voting Agreement shall be deleted in their
      entirety.

     

    3.           Except
      as specifically amended hereby, the Restated Original Voting Agreement is hereby
      ratified and confirmed in all respects and shall remain in full force and
      effect.

     

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

    


    5.           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

    


                    VOTING
      STOCKHOLDERS:

    


                    QUALMAX,
      INC.

     

                    By:
/s/
      M. David
      Kamrat           

                    Name: M.
      David Kamrat

                    Title: CEO

    


                    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

    


    


    [signatures
      continued]

     

     

    
 

    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
 

                   

                     Acknowledged
      and agreed:

    


    


                    /s/
      M. DAVID
      KAMRAT

                    M.
      DAVID
      KAMRAT

    


    


                    /s/
      NOAH
      KAMRAT

                    NOAH
      KAMRAT

    


    


                    /s/
      JANE
      KAMRAT

                    JANE
      KAMRAT


    
 

                    /s/
      TRACY
      HABECKER

                    TRACY
      HABECKER

    


     

    


     

    


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