Syndicated Food Service International Inc Sample Contracts

Syndicated Food Service International Inc – NEWS RELEASE (December 23rd, 2005)

EXHIBIT 99.1 SYNDICATED FOOD SERVICE INTERNATIONAL, INC. P.O. BOX 2185 FRONT ROYAL, VA 22630 PHONE: (540) 636-4190 FAX: (540) 636-3360 NEWS RELEASE FOR MORE INFORMATION, CONTACT: Thomas P. Tanis, Jr. President (540) 636-4190 "SYNDICATED FOOD SERVICE INTERNATIONAL, INC. FILES FOR CHAPTER 11 REORGANIZATION TO EFFECT SALE OF ITS OPERATING SUBSIDIARIES". Front Royal, VA (December 23, 2004) - Syndicated Food Service International, Inc. (PinkSheets:SYFS.PK) (the "Company") today announced th

Syndicated Food Service International Inc – PROMISSORY NOTE (December 17th, 2003)

EXHIBIT 10.7 PROMISSORY NOTE ALPHARETTA, GEORGIA DATE: NOVEMBER 24, 2003 PRINCIPAL AMOUNT: US $289,000 INTEREST RATE: 10% per annum DUE DATE: MARCH 31, 2004 FOR VALUE RECEIVED the undersigned, Syndicated Food Services International Inc., a Florida corporation (the "Borrower") promises to pay to the order of FIDRA HOLDINGS LTD., OR ITS SUCCESSORS OR ASSIGNS (THE "HOLDER"), the sum of Two Hundred Eighty Nine Dollars (USD $289,000.00) (The Principal) on March 31, 2004 (The "Maturity Date"), together with the interest at the rate of Ten per cent (10%) per annum on the principal amount outstanding from time to time until paid in full. All sums due hereunder shall be paid by the Borrower to the holder of this Note at such address as designated by the holder of this Note to the Borrower. In the event a default shall be made in payment of any installment of in

Syndicated Food Service International Inc – PROMISSORY NOTE (December 1st, 2003)

EXHIBIT 10.10 PROMISSORY NOTE $32,000.00 VOLUSIA COUNTY, FLORIDA FOR VALUE RECEIVED, SYNDICATED FOOD SERVICE INTERNATIONAL, INC. agrees and promises to pay to the order of ROBERT KLEZMER, the principal sum of Thirty-Two Thousand Dollars ($32,000.00) with interest thereon at the rate of ten percent (10%) per annum from September 26, 2003, until payment of the Note, no later than September 26, 2004; the interest being payable as set forth below in lawful money of the United States of America at Daytona Beach, Florida, or such other address as the holder from time to time may specify by written notice to the maker. The principal and interest shall be paid prior to September 26, 2004, or the Note will be in default. The indebtedness evidenced by this Note may be prepaid in whole or in part at any time without penalty or prem

Syndicated Food Service International Inc – NOTE (November 17th, 2003)

Exhibit 10.26 NOTE U.S. $200,000.00 Front Royal, Virginia August 15, 2003 FOR VALUE RECEIVED, SYNDICATED FOOD SERVICE INTERNATIONAL, INC., a corporation organized under the laws of the State of Florida (the "Borrower"), hereby promises to pay to the order of PROSKAUER ROSE LLP (the "Lender"), having offices at 1585 Broadway, New York, New York 10036 (the "Office"), in lawful money of the United States of America in immediately available funds at the Office the principal sum of Two Hundred Thousand United States dollars (U.S.$200,000.00) on August 14, 2004 (the "Maturity Date"). The Borrower promises also to pay interest on the unpaid principal amount of this Note from the date hereof until the Maturity Date (whether by acceleration or otherwise) at a rate per annum which shall be equal to the Base Rate in effect from time to time,

Syndicated Food Service International Inc – NEWS RELEASE (October 15th, 2003)

SYNDICATED FOOD SERVICE INTERNATIONAL, INC. P.O. BOX 2185 FRONT ROYAL, VA 22630 PHONE: (540) 636-4190 FAX: (540) 636-3360 NEWS RELEASE -------------------------------------------------------------------------------- FOR MORE INFORMATION, CONTACT: Thomas P. Tanis, Jr. Chief Executive Officer (540) 636-4190 SYNDICATED FOOD SERVICE INTERNATIONAL, INC. REPORTS RECONSTITUTED BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT; FINANCIAL RESULTS FOR CALENDAR 2001 AND 2002 FRONT ROYAL, Va., Oct. 14/PRNewswire-FirstCall/ - Syndicated Food Service International, Inc. (Pink Sheets: SYFS - New

Syndicated Food Service International Inc – PARENT COMPANY GUARANTY (October 14th, 2003)

EXHIBIT 10.8 FLORIDINO'S INTERNATIONAL HOLDINGS, INC. PARENT COMPANY GUARANTY Floridino's International Holdings, Inc., hereby guarantees absolutely, unconditionally and irrevocably, the full payments when due to Fidra Holdings, Ltd. from Toho Holdings, Inc. for mortgage and promissory notes dated December 13, 1999 in the amounts of $300,000, $143,577.94 and $56,422.06. This shall include all interest and late charges, attorneys' fees and collection and court costs. Fidra Holdings, Ltd. shall be entitled to recover from the undersigned all costs incurred in connection with the enforcement of this Guaranty, including but not limited to reasonable attorneys' fees. Dated this 13 day of December, 1999. /s/ Nick Pirgousis ---------------------- Nick Pirgousis, Chairman of the Board

Syndicated Food Service International Inc – LEASE AGREEMENT (October 14th, 2003)

EXHIBIT 10.42 LEASE AGREEMENT THIS LEASE AGREEMENT made and effective as of the first day of October, 2001, by and between MOMENTUM FOOD SERVICES, INC., a corporation established and existing under the laws of the State of Florida, (hereinafter referred to as the "Tenant"), and Cannon Pack-Enterprises, Inc., a corporation, established and existing under the laws of the State of North Carolina (hereinafter referred to as the "Landlord'). W I T N E S S E T H: WHEREAS, Landlord owns the improved real property described below and desires to lease such improved property on the terms and conditions as herein contained to Tenant, and Tenant desires to lease such improved property on the terms and conditions herein contained from Landlord; NOW, THEREFORE, in consideration of the mutual promises and agreeme

Syndicated Food Service International Inc – PROMISSORY NOTE (October 14th, 2003)

EXHIBIT 10.13 PROMISSORY NOTE $300,000 DECEMBER 13, 1999 WINTER HAVEN, POLKA COUNTY, FLORIDA FOR VALUE RECEIVED, the undersigned promise to pay to the order of FIDRA HOLDINGS, LTD AT SUITE 1, WEST BAY STREET, P.O. BOX CB-11728, NASSAU, BAHAMAS or at such other address as may be indicated in writing, in the manner hereinafter specified, the principal sum of THREE HUNDRED THOUSAND AND 00/100 DOLLARS ($300,000) with interest from the date hereof, at the rate of NINE PERCENT (9% ) per annum on the balance from time to time remaining unpaid. The said principal and interest shall be payable in lawful money of the United States of America, on the date and in the following manner: The sum of $6,750.00 representing interest only shall be due and payable on March 13, 2000, and

Syndicated Food Service International Inc – UNCONDITIONAL UNLIMITED CONTINUING GUARANTY (October 14th, 2003)

EXHIBIT 10.56 UNCONDITIONAL UNLIMITED CONTINUING GUARANTY FOR VALUE RECEIVED and in consideration of credit given or to be given, and of other financial accommodations afforded or to be afforded to BEASLEY FOOD SERVICE, INC. (hereinafter referred to as "Borrower"), pursuant to that certain Credit Agreement of even date and other credit and collateral documents (hereinafter collectively referred to as "Loan Documents") executed or to be executed by and between the Borrower and OLD NATIONAL BANK (hereinafter referred to as "Bank"), the receipt and sufficiency of which consideration are hereby acknowledged, and as an inducement to the Bank to extend such financial accommodations to the Borrower, SYNDICATED BLOOMINGTON I LLC (hereinafter referred to as "Guarantor"), hereby guaranties the full payment, when due, whether by acceleration or otherwise, of any and all indebtedness which now exists

Syndicated Food Service International Inc – PURCHASE WARRANTS (October 14th, 2003)

EXHIBIT 4.2 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE. SYNDICATED FOOD SERVICE INTERNATIONAL, INC. Incorporated Under the Laws of the State of Florida Warrant # 02-___ ____ Common Stock Purchase Warrants CERTIFICATE FOR COMMON STOCK PURCHASE WARRANTS 1. Warrant. This Warrant Certificate certifies t

Syndicated Food Service International Inc – PROMISSORY NOTE (October 14th, 2003)

EXHIBIT 10.25 PROMISSORY NOTE BLOOMINGTON, INDIANA DATE: APRIL 18, 2002 PRINCIPAL AMOUNT: US $100,000.00 INTEREST RATE: 10% per annum DUE DATE: August 31st, 2002 FOR VALUE RECEIVED the undersigned, Beasley Food Service, Inc., a Delaware corporation (the "Borrower") promises to pay to the order of FIDRA HOLDINGS LTD. OR ITS SUCCESSORS OR ASSIGNS (THE "HOLDER"), THE SUM OF ONE HUNDRED THOUSAND DOLLARS (USD $100,000.00) (The Principal) on August 31, 2002 (The "Maturity Date"), together with the interest at the rate of Ten per cent (10%) per annum on the principal amount outstanding from time to time until paid in full and payable on the last day of each calendar month commencing on June 30th, 2002. All sums due hereunder shall be paid by the Borrower to the holder of this Note at such address as designated by the holder of this Note to the Borr

Syndicated Food Service International Inc – EMPLOYMENT AGREEMENT (October 14th, 2003)

EXHIBIT 10.70 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of the 24th day of January, 2002, by and between Syndicated Food Service International, Inc. ("Employer"), a Florida corporation, and WILLIAM C. KEELER (the "Executive"). WHEREAS, the Employer desires to employ the Executive on the terms and conditions set forth herein and the Executive desires to be so employed by Employer. NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein contained, it is agreed as follows: 1. EMPLOYMENT. The Employer hereby agrees to employ the Executive and the Executive hereby agrees to be employed by the Employer upon the terms and conditions herein set forth. This Agreement shall supercede any previous agreement, whether oral or written, for employment of the Executive by the Employer.

Syndicated Food Service International Inc – AGREEMENT (October 14th, 2003)

EXHIBIT 10.38 NORTH CAROLINA BUNCOMBE COUNTY AGREEMENT This Agreement made this 1st day of October, 2001, by and between Asheville Packing Company, Inc., hereinafter referred to as APC, Clarence H. Cannon, hereinafter referred to as CHC, Ralph E. Cannon, hereinafter referred to as REC, and Leona Benson Cannon, hereinafter referred to as LBC, Sellers, and Momentum Food Service, Inc., hereinafter referred to as MFS, Buyer. WITNESSETH: The Seller, APC, is the owner of real property located in Buncombe County, North Carolina as set forth on Schedule "A" hereto attached and various tangible and intangible assets as shown on the books of the corporation. The Sellers, CHC, REC and LBC, are the owners of various tracts of real property in Buncombe County, North Carolina as set forth on Sch

Syndicated Food Service International Inc – INDEMNITY AGREEMENT (October 14th, 2003)

EXHIBIT 10.74 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT made and entered into as of this ____ day of February, 2003, by and between Syndicated Food Service International, Inc., a Florida corporation (the "Company") and ________________________ (the "Indemnitee"); WHEREAS, highly competent persons are becoming more reluctant to serve or to continue serving corporations as directors, officers, employees, agents or in other capacities unless they are provided with adequate protection through insurance and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations; and WHEREAS, the current difficulties of obtaining adequate insurance have increased the difficulty of attracting and retaining such persons; and WHEREAS, the Board of Directors of the Company has deter

Syndicated Food Service International Inc – LEASE AGREEMENT (October 14th, 2003)

EXHIBIT 10.79 LEASE AGREEMENT THIS LEASE AGREEMENT (hereinafter referred to as the "Agreement") made and entered into this 1st day of June 2003, by and between Thomas P. Tanis, Jr., whose address is 400 Viewpoint Lane, Front Royal, Virginia 22630 hereinafter referred to as "Lessor") and Syndicated Food Service International, Inc. (hereinafter referred to as "Lessee"). W I T N E S S E T H: WHEREAS, Lessor is the fee owner of certain real property being, lying and situate in Warren County, Virginia, such real property having a street address of 57 Viewpoint Lane and 38 Viewpoint Lane, Front Royal, Virginia 22630 (collectively, the "Premises") WHEREAS, Lessor is desirous of leasing the Premises to Lessee upon the terms and conditions as contained herein; and WHEREAS, Lessee is desirous of leasing the Premises from Les

Syndicated Food Service International Inc – EXTENSION AND EXCHANGE AGREEMENT (October 14th, 2003)

EXHIBIT 10.77 EXTENSION AND EXCHANGE AGREEMENT This EXTENSION AND EXCHANGE AGREEMENT ("Agreement") made this 29th day of August, 2003 ("Effective Date"), by and among CHARLES A. BEASLEY ("CB"), MARJORIE A. BEASLEY ("MB"), both residents of the State of Indiana (CB and MB sometimes being referred to collectively as "Beasleys"), SYNDICATED FOOD SERVICE INTERNATIONAL, INC., a Florida corporation ("SYFS"), BEASLEY FOOD SERVICE, INC., a Delaware corporation ("BFS") and SYNDICATED BLOOMINGTON I, LLC, a Delaware limited liability company ("Syndicated"); WITNESSETH: WHEREAS, Beasleys hold 458,716 shares of the common capital stock of SYFS ("Shares") and an installment promissory note dated December 31, 2001 in the principal amount of $1,226,420 ("Note"); WHEREAS, Beasleys acquired the Shares and the Note pursuant to the terms of an Agre

Syndicated Food Service International Inc – UNCONDITIONAL UNLIMITED CONTINUING GUARANTY (October 14th, 2003)

EXHIBIT 10.65 UNCONDITIONAL UNLIMITED CONTINUING GUARANTY FOR VALUE RECEIVED and in consideration of credit given or to be given, and of other financial accommodations afforded or to be afforded to SYNDICATED BLOOMINGTON I LLC (hereinafter referred to as "Borrower"), pursuant to that certain Mortgage Loan Note of even date and other credit and collateral documents (hereinafter collectively referred to as "Loan Documents") executed or to be executed by and between the Borrower and OLD NATIONAL BANK (hereinafter referred to as "Bank"), the receipt and sufficiency of which consideration are hereby acknowledged, and as an inducement to the Bank to extend such financial accommodations to the Borrower, BEASLEY FOOD SERVICE, INC. (hereinafter referred to as "Guarantor"), hereby guaranties the full payment, when due, whether by acceleration or otherwise, of any and all indebtedness which now exis

Syndicated Food Service International Inc – CREDIT AGREEMENT (October 14th, 2003)

EXHIBIT 10.54 CREDIT AGREEMENT This Credit Agreement dated as of the 27th day of February, 2003, by and between BEASLEY FOOD SERVICE, INC., a Delaware corporation (hereinafter referred to as "Borrower"), and OLD NATIONAL BANK, a national banking association (hereinafter referred to as "Bank"). W I T N E S S E T H : WHEREAS, the Borrower desires to obtain certain financial accommodations from the Bank; and WHEREAS, the Bank is willing to provide such financial accommodations to the Borrower on the terms and subject to the conditions in this Agreement. NOW, THEREFORE, in consideration of the premises, the mutual covenants hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: SECTION 1. Definitions. When use

Syndicated Food Service International Inc – PURCHASE WARRANTS (October 14th, 2003)

EXHIBIT 4.14 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO RELEVANT PROVISIONS OF FEDERAL AND STAET SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE. SYNDICATED FOOD SERVICE INTENATIONAL, INC. Incorporated Under the Laws of the State of Florida Warrant #03-008 25,000 Common Stock Purchase Warrants CERTIFICATE FOR COMMON STOCK PURCHASE WARRANTS 1. Warrant. This Warrant Certificate certifies that H

Syndicated Food Service International Inc – CONSULTING AGREEMENT (October 14th, 2003)

EXHIBIT 10.83 CONSULTING AGREEMENT CONSULTING AGREEMENT (the "Agreement"), dated as of the 1st day of November 2001, between Floridino International Holdings, Inc., a Florida corporation having its principal offices at [ ] ("Floridino") and Concise Management, Inc., a. Delaware corporation with address at 1016 Acquarian Drive, Secaucus, NJ, 07094 ("Consultant"). RECITIALS: A. Floridino and its subsidiaries desire to engage the services of Consultant, as an independent consultant, due to its expertise in the business and financing of mergers, planning of acquisitions, sales or divestiture of companies, joint ventures, business combination, exchange offer or purchase or sale of securities or assets or strategic partnerships; and B. Consultant acknowledges that it has the technica1 knowledge and business background and expe

Syndicated Food Service International Inc – LEASE AGREEMENT (October 14th, 2003)

EXHIBIT 10.78 Execution Copy LEASE AGREEMENT THIS LEASE AGREEMENT made and entered into as of the first day of July, 2003, by and between MOMENTUM FOOD SERVICES, INC., a corporation established and existing under the laws of the State of Florida, (hereinafter referred to as the "Tenant"), and Charles A. Beasley, an individual residing at 5600 Nathan Way, Bloomington, Indiana 47408 (hereinafter referred to as the "Landlord"). W I T N E S S E T H : WHEREAS, Landlord owns the improved real property and equipment described below and desires to lease such improved property on the terms and conditions as herein contained to Tenant, and Tenant desires to lease such improved property on the terms and conditions herein contained from Landlord; NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter containe

Syndicated Food Service International Inc – PLEDGE AGREEMENT (October 14th, 2003)

EXHIBIT 10.60 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT made this 27th day of February, 2003, by and between SYNDICATED FOOD SERVICE INTERNATIONAL, INC., a Florida corporation (hereinafter referred to as "Pledger"), and OLD NATIONAL BANK, a national banking association, having offices at 121 East Kirkwood Avenue, Bloomington, Indiana 47408 (hereinafter referred to as "Bank"). WTTNESSETH: WHEREAS Bank has or intends to extend certain credit facilities to Beasley Food Service, Inc. ("Beasley") in accordance with the terms of that certain Credit Agreement as of even date herewith, together with such other credit and collateral documents as may be required by the Bank; and WHEREAS, the Bank has or intends to extend certain credit facilities to Syndicated Bloomington I, LLC as evidenced by or contemplated by that certain Mortgag

Syndicated Food Service International Inc – PROMISSORY NOTE (October 14th, 2003)

EXHIBIT 10.27 PROMISSORY NOTE ALPHARETTA, GEORGIA DATE: AUGUST 8, 2002 PRINCIPAL AMOUNT: US $30,000.00 INTEREST RATE: 10% per annum DUE DATE: DECEMBER 31, 2002 FOR VALUE RECEIVED the undersigned, Syndicated Food Services International Inc., a Florida corporation (the "Borrower") promises to pay to the order of FIDRA HOLDINGS LTD., OR ITS SUCCESSORS OR ASSIGNS (THE "HOLDER"), the sum of THIRTY THOUSAND US DOLLARS (USD $30,000.00) (The Principal) on December 31, 2002 (The "Maturity Date"), together with the interest at the rate of Ten per cent (10%) per annum on the principal amount outstanding from time to time until paid in full and payable on the last day of each calendar month commencing on September 30th. All sums due hereunder shall be paid by the Borrower to the holder of this Note at such address as designated by the holder of this No

Syndicated Food Service International Inc – AGREEMENT (October 14th, 2003)

Exhibit 10.1 AGREEMENT AGREEMENT, entered into on the 20th day of May, 1999 between Michael Floridino, residing in Winter Haven, Florida and Floridino's International Holdings, Inc., (hereinafter "the Company"), incorporated under the laws of the State of Florida. WHEREAS, the Company requires equity and capital for its continued operation and; WHEREAS, Michael Floridino has agreed to provide equity and capital to the Company for the repayment of debt owned by the Company; IT IS HEREBY AGREED, by the respective parties as follows: 1. Michael Floridino shall, upon the execution of this Agreement, immediately list for sale the properties set forth on the attached Schedule A and transfer the equity obtained from the sale of such properties to the Company after reasonable sales costs and the satisfaction of any encumbrances or liens.

Syndicated Food Service International Inc – COMMITMENT LETTER (October 14th, 2003)

EXHIBIT 10.7 Cable Beach Court, Suite#I [FIDRA HOLDINGS LTD. LOGO] West Bay Street P.O. Box CB-11728 Nassau, Bahamas Tel: (242) 327-4630 Fax: (242) 327-4633 December 13, 1999 Floridino's International Holdings Ltd., 494 La Guardia Place New York, N.Y., Dear Sir, COMMITMENT LETTER TERM LOAN We confirm that our Board has confirmed that we may extend financing to your company on the following terms and conditions. BORROWER: Floridino's International Holdings Ltd., AMOUNT: USD $500,000 (US Five hundred thousand dollars only)

Syndicated Food Service International Inc – 111 SOUTH LINCOLN GUARANTY (October 14th, 2003)

EXHIBIT 10.52 MONROE BANK LIMITED CONTINUING 111 SOUTH LINCOLN GUARANTY BLOOMINGTON, IN 47408 812-331-3571 (LENDER) GUARANTOR BORROWER -------------------------------------------------------------------------------- WILLIAM C. KEELER SYNDICATED BLOOMINGTON I LLC ADDRESS ADDRESS 661 BEVILLE ROAD #113 494 LA GUARDIA PLACE SOUTH DAYTONA, FL 32119 NEW YORK, NY 10012 TELEPHONE NO. IDENTIFICATION NO. TELEPHONE NO. IDENTIFICATION NO. 407/361-6782 ###-##-#### 407/361-6782 -------------------------------------------------------------------------------- 1. CONSIDERATION. This Guaranty is being executed to induce Lender indicated above to enter into one or more loans or other financial accommodations wi

Syndicated Food Service International Inc – AGREEMENT (October 14th, 2003)

EXHIBIT 10.80 AGREEMENT The Parties to this Agreement are: Floridino's, Inc. (aka Floridino's Cafe) and Rockets Red Glare, Inc. (aka Rockets). CONSIDERATION AND TERMS Floridino's Cafe agrees to provide all food services to Barnes and Noble pursuant to its Agreement. Floridino's Cafe hereby contracts with Rockets to provide all food services to Barnes and Noble including preparation, packaging and delivery. FURTHER, commencing November 1, 2000, Floridino's agrees to remit and Rockets agrees to accept a three (3) percent discount on all its invoices billed to Floridino's Cafe by Rockets pursuant to the Barnes and Noble Contract. __________________________________ _______________________________ Floridino's Inc. Date __________________________________ _______________________________ Rockets R

Syndicated Food Service International Inc – UNCONDITIONAL UNLIMITED CONTINUING GUARANTY (October 14th, 2003)

EXHIBIT 10.66 UNCONDITIONAL UNLIMITED CONTINUING GUARANTY FOR VALUE RECEIVED and in consideration of credit given or to be given, and of other financial accommodations afforded or to be afforded to SYNDICATED BLOOMINGTON I LLC (hereinafter referred to as "Borrower"), pursuant to that certain Mortgage Loan Note of even date and other credit and collateral documents (hereinafter collectively referred to as "Loan Documents") executed or to be executed by and between the Borrower and OLD NATIONAL BANK (hereinafter referred to as "Bank"), the receipt and sufficiency of which consideration are hereby acknowledged, and as an inducement to the Bank to extend such financial accommodations to the Borrower, BEASLEY TRANSPORTATION, INC. (hereinafter referred to as "Guarantor"), hereby guaranties the full payment, when due, whether by acceleration or otherwise, of any and all indebtedness which now ex

Syndicated Food Service International Inc – UNCONDITIONAL UNLIMITED CONTINUING GUARANTY (October 14th, 2003)

EXHIBIT 10.58 UNCONDITIONAL UNLIMITED CONTINUING GUARANTY FOR VALUE RECEIVED and in consideration of credit given or to be given, and of other financial accommodations afforded or to be afforded to BEASLEY FOOD SERVICE, INC. (hereinafter referred to as "Borrower"), pursuant to that certain Credit Agreement of even date and other credit and collateral documents (hereinafter collectively referred to as "Loan Documents") executed or to be executed by and between the Borrower and OLD NATIONAL BANK (hereinafter referred to as "Bank"), the receipt and sufficiency of which consideration are hereby acknowledged, and as an inducement to the Bank to extend such financial accommodations to the Borrower, SYNDICATED FOOD SERVICE INTERNATIONAL, INC. (hereinafter referred to as "Guarantor"), hereby guaranties the full payment, when due, whether by acceleration or otherwise, of any and all indebtedness w

Syndicated Food Service International Inc – PROMISSORY NOTE (October 14th, 2003)

EXHIBIT 10.29 PROMISSORY NOTE ALPHARETTA, GEORGIA DATE: DECEMBER 13,2002 PRINCIPAL AMOUNT: US $435,000 INTEREST RATE: 12% per annum DUE DATE: DECEMBER 31,2003 FOR VALUE RECEIVED the undersigned, Syndicated Food Services International Inc., a Florida corporation (the "Borrower") promises to pay to the order of FIDRA HOLDINGS LTD., OR ITS SUCCESSORS OR ASSIGNS (THE "HOLDER"), the sum of Four Hundred Thirty Five Thousand Dollars (USD $435,000.00) (The Principal). on December 31, 2003 (The "Maturity Date"), together with the interest at the rate of Twelve per cent (12%) per annum on the principal amount outstanding from time to time until paid in full. All sums due hereunder shall be paid by the Borrower to the holder of this Note at such address as designated by the holder of this Note to the Borrower. In the event a default s

Syndicated Food Service International Inc – PROMISSORY NOTE (October 14th, 2003)

EXHIBIT 10.35 THIS NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. PROMISSORY NOTE Principal Sum: $1,266,420 Dated: December 31, 2001 FOR VALUE RECEIVED, the undersigned, SYNDICATED FOOD SERVICE INTERNATIONAL, INC. (F/K/A FLORIDINO'S INTERNATIONAL HOLDINGS, INC.), a Florida corporation, having its principal office at 661 Beville Road, Suite 113, Daytona Beach, Florida 32119 ("MAKER"), promises to pay to the order of CHARLES A. BEASLEY and MARJORIE A. BEASLEY, as joint tenants (together, "PAYEE"), having an address at 5600 Nathan Way, Bloomington, Indiana 47408 (the "Office") the aggregate principal sum of One Million Two Hundred Sixty Six Thousand Four Hundred Twenty and 00/100 Dollars ($1,266,420.00), on January 2, 2005 ("Maturity Date") together w

Syndicated Food Service International Inc – MORTGAGE (October 14th, 2003)

EXHIBIT 10.14 INSTR # 2000006116 OR BK 04385 PG 1107 Prepared by and return to: Frank Dolney RECORDED 01/12/2000 10:28 AM TOHO HOLDINGS, INC. RICHARD M. WEISS CLERK OF COURT 3560 CYPRESS GARDENS ROAD POLK COUNTY WINTER HAVEN, FLORIDA 33884 DOC TAX PD(F.S.201.08) 1,050.00 INT. TAX PD(F.S. 199) 600.00 DEPUTY CLERK B Beachar MORTGAGE THIS INDENTURE, Made this DECEMBER 13, 1999 by and between TOHO HOLDINGS, INC., A FLORIDA CORPORATION whose address is 3560 CYPRESS GARDENS ROAD, WINTER HAVEN, FLORIDA 33884, hereinafter called the Mortgagor, AND FIDRA HOLDINGS, LTD, whose address is SUITE 1, WEST BAY STREET, P,O. BOX CB-1 1728, NASSAU,

Syndicated Food Service International Inc – TRADEMARK LICENSE AGREEMENT (October 14th, 2003)

EXHIBIT 10.45 Execution Copy TRADEMARK LICENSE AGREEMENT [Cannon Pack-Enterprises, Inc.) THIS TRADEMARK LICENSE AGREEMENT (this "Agreement") is made and entered into as of June 30, 2003, by and between CANNON PACK-ENTERPRISES, INC., a North Carolina corporation ("LICENSOR"), which has as its business address at 362 Depot Street, Asheville, North Carolina 28801, and MOMENTUM FOOD SERVICE, INC., a Florida corporation ("LICENSEE"), which has as its business address at P.O. Box 2185, Front Royal, Virginia 22630. W I T N E S S E T H: WHEREAS, LICENSOR owns certain common law trademarks, service marks and/or other indicia associated with the business of marketing and selling wholesale goods and food stuffs (the "Business"), including withou

Syndicated Food Service International Inc – Agreement Regarding Deeds in Lieu of Foreclosure (October 14th, 2003)

EXHIBIT 10.15 THIS INSTRUMENT PREPARED BY: Robert O. Sammons Floyd & Sammons, P.A. 1552 Sixth Street Winter Haven, FL 33880 Attorney for Grantor Agreement Regarding Deeds in Lieu of Foreclosure THIS AGREEMENT made the 29 day of Oct. , 2001 by TOHO HOLDINGS, INC., A FLORIDA CORPORATION, hereinafter referred to as Toho, R WHOSE address is 3650 Cypress Gardens Boulevard, Winter Haven FL 33880, and FIDRA HOLDINGS, INC., A LIMITED PARTNERSHIP FORMED UNDER THE LAWS OF ______________, whose federal taxpayer identification number is ( ) and whose address is Suite 1, West Bay Street, P. O. Box CB-11728, Nassau Bahamas, hereinafter referred to as Fidra: The parties agree as follows: 1. Toho is indebted to Fidra under three mortgages Toho agrees to convey the following properties to Fidra: Begin at a point 551 .9 feet East and 25 feet South of the Northwest

Syndicated Food Service International Inc – DEBT CONVERSION AGREEMENT (October 14th, 2003)

EXHIBIT 10.75 DEBT CONVERSION AGREEMENT This DEBT CONVERSION AGREEMENT ("Agreement") made this 25th day of August, 2003 ("Effective Date"), by and among SYNDICATED FOOD SERVICE INTERNATIONAL, INC., a Florida corporation ("SYFS"), CHAN CAPITAL, LTD. ("CCL") and FIDRA HOLDINGS, LTD. ("Fidra"). Together Syndicated, Chan and Fidra shall be referred to as the Parties. Together Chan and Fidra shall be referred to as the Holders. WITNESSETH: WHEREAS, pursuant to the US$3.5 million credit facility (the "Credit Facility"), Chan Capital Ltd. ("CCL") has outstanding loans to Syndicated Food Service International, Inc., the principal amount of US$1,500,000.00 , plus accrued interest thereon at the rate of 10% per annum (the "Acquisition Loan"). Further that of the unpaid but accrued interest relating to the Acquisition Loan, $100,000 has been ca