dated this 15 day of July 2006, by and between International Food and Wine
Consultants, Inc. (hereinafter “IFWC”), a Nevada Corporation, with offices
located at 201 East 28th
New York, New York 10016 and Mary Beth Clark, President of IFWC.
about to file a Registration Statement with the United States Securities and
Exchange Commission (hereinafter the “SEC”) on Form SB-2 and has filed an
Exhibit 10.2 to such Registration Statement regarding methods of payment of
offering expenses; and
Registration Statement includes in the “Management’s Discussion and Analysis or
Plan of Operation” section, a specific discussion of IFWC’s cash requirements
for the next twelve (12) months (exclusive of offering expenses) and its
specific viable plans to meet such requirements.
herewith agreed as follows:
undersigned, as President of IFWC herewith agrees to defer IFWC compensation
otherwise payable to him so as to permit IFWC to remain viable and further
agrees to loan IFWC amounts necessary to meet IFWC’s expenses if sufficient
revenues are not generated therefore to the extent that gross profits are
insufficient to pay IFWC’s costs and expenses. If and when loaned, the loan will
be evidenced by a non-interest bearing unsecured corporate note to be treated
a loan until repaid, if and when IFWC has the financial resources to do
parties hereto understand that the above constitutes a binding Agreement and
that the contents thereof are referred to in the aforesaid Registration
Statement in both the “Management’s Discussion and Analysis or Plan of
constitutes the entire Agreement between the parties hereto.
parties hereto have caused this Agreement to be executed as of the
Food and Wine Consultants, Inc.
Mary Beth Clark
Mark Beth Clark