THE SELLER, WORLD'S
FINEST CHOCOLATE, INC. ("WFC") AND CERTAIN OF ITS AFFILIATES (THE "WFC
AGREEMENT"), NO MORE THAN AN AGGREGATE AMOUNT OF WFC PRODUCTS (AS DEFINED IN THE
WFC AGREEMENT FOR PURPOSES OF THIS SECTION 5.13) IN CALENDAR YEAR 2008 EQUAL TO
1,500 TONS, AND AN AGGREGATE AMOUNT OF WFC PRODUCTS IN CALENDAR YEAR 2009 EQUAL
TO 3,000 TONS (PROVIDED THAT, (I) IN THE EVENT THAT ANY SALES REPRESENTATIVES
ARE TRANSFERRED FROM QSP TO WFC AFTER JUNE 30, 2008, THEN THE TONNAGE AMOUNTS
FOR CALENDAR YEARS 2008 AND 2009 SET FORTH ABOVE SHALL EACH BE REDUCED BY THE
SAME AMOUNT AS ANY REDUCTION IN THE MINIMUM TONNAGE VOLUME COMMITMENT (AS
DEFINED IN SECTION 2.6 OF THE WFC AGREEMENT) RESULTING FROM THE TRANSFER OF SUCH
SALES REPRESENTATIVES, IN ACCORDANCE WITH THE TERMS OF THE WFC AGREEMENT OR AS
OTHERWISE AGREED TO BY WFC, AND (II) THE TONNAGE AMOUNT FOR CALENDAR YEAR 2008
SET FORTH ABOVE SHALL BE REDUCED TON-FOR-TON BY THE AMOUNT OF WFC PRODUCTS
PURCHASED BY THE COMPANIES AND THE COMPANY SUBSIDIARIES FROM JUNE 30, 2008
THROUGH THE CLOSING DATE) (SUCH MINIMUM AMOUNT FOR ANY PERIOD FOR THE
PURCHASERS, AS REDUCED IN ACCORDANCE WITH THE FOREGOING PROVISO, THE "PURCHASER
MINIMUM TONNAGE COMMITMENT").
WITH RESPECT TO THE AMOUNT OF PRODUCTS TO BE
PURCHASED THEREUNDER, THE PURCHASERS SHALL HAVE NO LIABILITY PURSUANT TO THE WFC
AGREEMENT TO PURCHASE WFC PRODUCTS IN EXCESS OF THE PURCHASER MINIMUM TONNAGE
COMMITMENT, AND ANY AND ALL LIABILITIES ARISING UNDER SECTION 2.6 OF THE WFC
AGREEMENT IN RESPECT OF PURCHASE REQUIREMENTS IN EXCESS OF SUCH PURCHASER
MINIMUM TONNAGE COMMITMENT SHALL BE DIRECTLY PAID BY THE SELLER AS PROVIDED
BELOW.
IN FURTHERANCE OF THE FOREGOING, THE SELLER SHALL PAY TO WFC ON BEHALF
OF QSP (OR, IN THE CASE OF RELATED LOSSES, TO QSP), UPON DEMAND OF QSP AND
RECEIPT OF REASONABLE BACKUP DOCUMENTATION (INCLUDING INVOICES AND REASONABLE
SUBSTANTIATION FOR THE INVOICES), ANY AND ALL PENALTIES OR LOSSES ARISING SOLELY
FROM THE SELLER'S FAILURE TO PAY SUCH PENALTIES OR TO ANY OTHER ACTION OR
INACTION ON THE SELLER'S OR ITS AFFILIATES' PART (SUCH LOSSES, "RELATED LOSSES")
THAT ARE IMPOSED UPON QSP OR ANY OF ITS AFFILIATES AS A RESULT OF ANY FAILURE OF
QSP TO PURCHASE AN AMOUNT IN EXCESS OF THE PURCHASER MINIMUM TONNAGE COMMITMENT
IN CALENDAR YEARS 2008 AND 2009 ("SELLER'S PENALTY COMMITMENT").
PENALTIES
RESULTING FROM THE FAILURE OF QSP TO PURCHASE THE PURCHASER MINIMUM TONNAGE
COMMITMENT SHALL BE PAID BY QSP DIRECTLY TO WFC.
THE PURCHASERS AND THE SELLER
ACKNOWLEDGE AND AGREE THAT THE PURCHASERS MAY ELECT TO, BUT SHALL NOT BE
OBLIGATED TO, CAUSE QSP TO PURCHASE AMOUNTS OF WFC PRODUCTS IN EXCESS OF THE
PURCHASER MINIMUM TONNAGE COMMITMENT IN ANY PERIOD, AND THAT SUCH PURCHASES
SHALL CORRESPONDINGLY REDUCE SELLER'S PENALTY COMMITMENT.
FOR PURPOSES OF THIS
SECTION, "PURCHASE" SHALL MEAN ALL PURCHASES OF WFC PRODUCTS BY OR ON BEHALF OF
THE COMPANIES AND THE COMPANIES SUBSIDIARIES IN ANY PARTICULAR CALENDAR YEAR
THAT COUNT TOWARD THE MINIMUM TONNAGE VOLUME COMMITMENT FOR SUCH YEAR, AS
DETERMINED