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EXHIBIT 10. 1
SECOND ADDENDUM TO CONSULTING AGREEMENT
This Second Addendum to Consulting Agreement is made and entered into
effective the 27th day of October 1997 (the "Effective Date"), by and between
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇▇▇▇") and Skyline Chili, Inc., an Ohio
corporation (the "Company").
WHEREAS, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ and the Company entered into a Consulting
Agreement dated August 31, 1994 (the "Consulting Agreement"), which was renewed
pursuant to a First Addendum to Consulting Agreement dated October 31, 1996,
pursuant to which ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ has been providing consulting services to the
Company;
WHEREAS, the renewal term of the Consulting Agreement expired on
October 26, 1997; and
WHEREAS, pursuant to Paragraph 9(a) of the Consulting Agreement, ▇▇.
▇▇▇▇▇▇▇▇▇▇▇ and the Company have mutually agreed to renew the Consulting
Agreement for an additional one year term.
NOW THEREFORE, in consideration of the mutual promises, covenants and
conditions contained herein, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ and the Company agree as follows:
1. RENEWAL OF CONSULTING PERIOD. From the Effective Date through
October 25, 1998 (the "Consulting Period"), ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall continue to
provide such Consulting Services as are reasonably requested by the Company. All
of the terms and conditions of the Consulting Agreement shall continue to apply
during this extended Consulting Period, including without limitation the
provision that the Consulting Agreement shall terminate immediately upon a
change in control of the Company. The Company shall continue to maintain the
life insurance policy on ▇▇. ▇▇▇▇▇▇▇▇▇▇▇' life in the amount of $250,000 from
the Effective Date through October 25, 1998.
2. TERM OF SECOND ADDENDUM. Unless terminated on an earlier date or
renewed as provided in the Consulting Agreement, the extended term of the
Consulting Agreement and this Second Addendum shall expire on October 25, 1998.
All references in the Consulting Agreement to its "initial term" shall now be
deemed references to the extended term described in this Second Addendum as the
context requires.
3. MISCELLANEOUS. Except as modified in this Second Addendum, all of
the terms and conditions of the Consulting Agreement shall remain in effect and
are hereby reaffirmed by the parties hereto. Capitalized terms used in this
Second Addendum and not defined herein shall have the meanings ascribed to them
in the Consulting Agreement.
IN WITNESS WHEREOF, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ and the Company have signed this
Second Addendum as of the Effective Date.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
SKYLINE CHILI, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its: President
