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EXHIBIT 10.8
REVISED LICENSE AGREEMENT
This Revised License Agreement (the "Agreement") is made and entered
into this 11 day of December, 1986, by and between Veggetti S.r.l., of
Milan, Italy (a "Licensor") and Il Fornaio (America) Corporation, a California
corporation ("Company" or "Licensee"), of San Mateo, California, U.S.A., with
reference to the following facts:
A. Licensor is the owner of the Italian trademark
"IL FORNAIO" and of all designs, phrases, signs and related items using the
term "Il Fornaio" as presently utilized in Italy by Licensor (collectively the
"Il Fornaio Marks").
B. Licensor has developed certain operating procedures,
techniques and strategies through substantial investment of time and money for
the operation of stores engaged in the retail merchandising of bread and other
baked goods (the "Operating Procedures"). Although the operating Procedures
are the property of Licensor, they have not been reduced to writing. The
Operating Procedures include, without limitation, basic designs for store
layouts and for fixturization, advertising strategies, sales techniques,
procedures for quality control, recipes, operating routines, packaging and
display techniques, and the utilization of raw materials, supplies and
technical
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equipment. Company has been afforded the opportunity to use the operating
Procedures and deems them to be of value for use in the Territory (as that term
is defined herein).
C. Licensor has heretofore licensed to Company (through
various interim assignments) the exclusive rights in and for the territory of
the United States of America (the "Territory") to utilize the Il Fornaio Marks
and the Operating Procedures in connection with the operation of stores in the
Territory to be engaged in the retail sales of bread and other baked goods.
The parties now desire to terminate and cancel said previous license agreement,
including any royalty or other payment due thereunder, and to enter into this
Agreement.
NOW, THEREFORE, in consideration of the above premises and mutual
premises contained herein the parties hereto agree as follows:
1. Grant of Exclusive License for Use of the Il Fornaio Marks and the
Operating Procedures.
1.1 Subject to the terms and conditions hereof, Licensor
hereby grants to Company a perpetual, exclusive and royalty free license (i) to
use and to sublease the use of the operating Procedures in the Territory, and
(ii) to use and to sublease the use of the Il Fornaio Marks in the Territory.
company shall have the right to establish stores in any location in the
Territory it deems desirable in the sole and absolute
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exercise of its discretion, utilizing, however, the basic criteria suggested by
Licensor so as not to disrupt the image of the I1 Fornaio stores already
existing in Italy and elsewhere in Europe.
1.2 Licensor agrees that it shall not grant to any third
party any rights in or to the use of the operating Procedures or the Il Fornaio
Marks for the territory of Canada without first offering to Company the right
to acquire such interest at the same bona fide price and pursuant to the same
bona fide terms as may be offered by any responsible, prospective and unrelated
third party. Licensor shall give written notice to company of any such bona
fide offer (which notice shall set forth the name of the offeror, the price and
all other terms of such offer) and also shall give to Company a copy of any
such offer, and Company shall have thirty (30) days after receipt of such
notice in which to notify Licensor whether or not it desires to acquire such
rights at the price and pursuant to the terms set forth in such notice. In the
event Company fails to give written notice within said thirty (30) day period
that it is exercising its option to acquire such rights, Licensor shall have
the right to accept the offer by the third party, but only as set forth in its
notice to Company hereunder, and provided that if Licensor does not accept such
offer by execution of a binding agreement with such third party with respect
thereto within ninety (90) days after the expiration of said thirty (30) day
period, the
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procedure set forth in this paragraph shall again be followed before
disposition of such rights.
1.3 Subject to the terms and conditions hereof: (a)
Licensor agrees not to use or license to any third party the right to use in
the Territory any of the Operating Procedures or any of the Il Fornaio Marks;
and (b) Licensor agrees not to establish in the Territory any stores engaged in
the retail merchandising of bread and/or other baked goods; and (c) Licensor
agrees not to use the Il Fornaio Marks or any confusingly similar marks in the
Territory for any purpose whatsoever; and (d) Licensor agrees not to disclose
to any person or entity other than the Company any information, ideas or
expressions relating to the operation and/or licensing in the Territory of
stores engaged in the retail merchandising of bread and/or other baked goods,
including but not limited to any of the Operating Procedures; and (e) Licensor
agrees to observe complete confidentiality with respect to all aspects of the
Operating Procedures, including without limitation, not disclosing or otherwise
permitting access to the operating Procedures to any person or entity other
than a person or entity expressly authorized in writing by Company to have
access to the operating Procedures.
1.4 In order to induce Company to enter into this License
Agreement and as a means of helping to insure that the unique aspects of the
Company's stores (including without
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limitation the Furnishings and Fixtures as that term is defined herein, and
style of design and decor) are not exploited by any third party and that the
exclusive nature of the license herein granted to Company is effectuated fully,
Licensor agrees that, except as otherwise specifically provided herein, neither
it nor any of its subsidiaries, related companies or persons or entities
controlled directly or indirectly by any of the foregoing, shall sell or convey
to any party known by Licensor to be engaged in a business competitive with
Company in the Territory any Furnishings and Fixtures, signs, promotional items
or devices without Company's prior written consent.
1.5 Notwithstanding the provisions of Paragraph 1.4,
Licensor shall be entitled to sell or convey in the Territory Furnishings and
Fixtures for use in connection with the operation of stores engaged in the
retail merchandising of bread and other baked goods (herein sometimes referred
to as "Furnishings and Fixtures") manufactured by Licensor to any third party
provided that such Furnishings and Fixtures are not:
(a) similar to those being utilized in any Store
which Licensee has theretofore opened or sublicensed to any third party the
right to open; and
(b) likely to be confused by the public with any
Furnishings and Fixtures located in any Store which Licensee has theretofore
opened or sublicensed to any third party the right to open; and
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1.6 In consideration for the license and in full and
complete satisfaction of all claims that licensor has or may have against the
Company that arose prior to the effective date of this Agreement, Company
agrees to pay Licensor $25,000 (U.S.) upon the execution of this Agreement and
to pay an additional $25,000 (U.S.) on or before December 31, 1986 to Oriensta
S.A., a Liberian corporation, or to such other person nominated by Licensor.
2. Services by Licensor.
2.1 Licensor shall make available to Company without
charge or cost to Company except as otherwise specified herein:
2.1.1 Initial specifications and plans for the following
items for each store as well as advice and consultation with respect thereto:
furnishings, decor and signs exhibiting the Il Fornaio Marks. At Company's
request (which shall be reasonable with respect to the required date such plans
must be delivered and with respect to requests for more than one set of plans at
any one time, shall be reasonable in light of Licensor's then existing
capacities and which shall in any event not exceed such rate per month),
Licensor shall cause to be prepared and submitted to Company detailed
architectural plans and
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specifications for each Store to be opened in the Territory, in which case
Company shall pay Licensor a fee of $2,500 (U.S.) within ten (10) days
following receipt of such final plans. Said $2,500 (U.S.) fee shall be subject
to good faith renegotiation by Licensor and Company on the second anniversary
of the date of this License Agreement (and at the end of each succeeding two
year period thereafter), solely to reflect any additional out-of-pocket, direct
costs then being incurred by Licensor to prepare such plans.
2.1.2 A training program designed by Licensor and
currently conducted by Licensor in Italy, for any and all personnel that
Company shall designate, provided that Company shall be responsible for and
shall pay all out-of-pocket travel and lodging expenses incurred by such
personnel in connection with the training program; and provided further that
Licensor shall not be obligated to contemporaneously train at one time any more
than five persons designated by Company. Licensor's obligations under this
Paragraph 2.1 after the tenth anniversary of the date of this License Agreement
shall be limited to the training of one person in each calendar year.
2.1.3 Advice based upon Licensor's experience in
Italy relating to any or all of the following: the location and size of Stores;
the range, type and assortment of merchandise to be sold in the Stores; window
displays, advertising and promotion; employee uniforms; recipes; methods of
wrapping
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merchandise; suppliers of flours and other ingredients and raw materials; types
of flours and other ingredients and raw materials; equipment and furnishings;
promotional items and devices; pricing policies; quality control.
2.1.4 Training sessions conducted by consultants
furnished by Licensor at the Stores and supervision and assistance by such
consultants in connection with the opening and operation of each Store provided
that Company shall pay reasonable travel and lodging expenses for any
consultant provided by Licensor and a reasonable consulting fee to be agreed
upon in writing by Licensor and Company in advance of the performance of
consulting services by any individual other than Carlo Veggetti ("CV"),
▇▇▇▇▇▇▇ Veggetti ("AV"), ▇▇▇▇▇▇ Veggetti ("V") for whose salaries Licensor shall
be solely responsible; provided, however, that Licensor shall not be obligated
to furnish such consultants for more than an aggregate of 45 days in the United
States and in any year, and provided further that Licensor shall have no further
obligations to provide assistance to Company under this Paragraph 2.1.4 after
January 26, 1991.
2.1.5. Recipes for bread and other baked goods.
2.2 Licensor shall make available to Company for
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purchase at the lowest price then being charged by Licensor to any other
purchaser all price tags, promotional items, uniforms, wrapping materials,
supplies or other items for use in the Stores which Licensor may manufacture or
purchase for use in connection with its operations; provided, however, that
Company's purchase orders are reasonable with respect to delivery dates and
quantities in light of Licensor's then existing capacities. Company shall be
under no obligation to purchase any of the foregoing from licensor and Company
shall have the right to purchase any or all of such items from any third party.
Notwithstanding the foregoing, at Company's request at any time, Licensor shall
introduce Company to any persons or entities who shall supply any of the items
described in this paragraph 2.2 to Licensor and use its best efforts to enable
Company to purchase any such items from such suppliers at the same prices paid
therefor by Licensor.
3. Compliance with United States Federal and State Statutes. In the event
that it is determined that this License Agreement or any agreement between
Company and any sublicensee with respect to the subject matter hereof is subject
to regulation or control pursuant to any federal statute or regulation or any
state statute or regulation in the United States relating to franchising and/or
business opportunity ventures, Licensor agrees to cooperate fully with Company
in supplying any information required and in complying with any and
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all registration, disclosure, filing and similar requirements, the costs of
which shall be borne equally by Licensor and Company.
4. Limitations of Licensor's Obligations and Liabilities. etc.
4.1 It is understood and agreed that although the
Operating Procedures being licensed to Company hereunder have been successful
in Italy, no assurance can be given Company that such Operating Procedures will
actually be successful in the United States.
4.2 Licensor hereby represents, warrants and agrees that
Licensor is the true and lawful owner of the Il Fornaio Marks and the Operating
Procedures, has the power to enter into this License Agreement and to grant all
rights granted to Licensee hereunder and has not granted (and shall not except
as otherwise specified herein, grant so long as this License Agreement remains
in effect) any rights or agreements to any third party which would in any way
conflict with or abridge the rights of Company hereunder. Licensor hereby
indemnifies and
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agrees to save Company harmless from and against any liabilities, costs or
expenses incurred by Company as a result of Licensor's breach of any of the
foregoing representations, warranties and agreements. Licensor also hereby
agrees to defend Company's right to use the Il Fornaio Marks and the Operating
Procedures against anyone claiming to have acquired such rights directly or
indirectly from Licensor or any of its present shareholders or from companies
or entities controlled directly or indirectly by any of the foregoing. Company
shall be entitled to institute and prosecute any appropriate legal proceedings
(including but not limited to an infringement action) in the name of Licensor
against any person asserting rights in conflict with those granted Company
hereunder, the costs of which shall be borne by Company. Notwithstanding the
foregoing, Licensor only agrees to use its best efforts to cause the Il Fornaio
▇▇▇▇ to be registered as a trademark at its cost and expense in the United
States, and Licensor shall have no liability to Company if it fails to do so
after having so used its best efforts. If Company shall acquire the right to
use or sublicense the right to use the Il Fornaio Marks and the Operating
Procedures in the territory of Canada pursuant to the provisions of Paragraph
1.2 of this License Agreement, then all of the foregoing provisions of this
Paragraph 4.2 shall apply with equal force and effect to Canada.
4.3 It is understood and agreed that the operating Procedures being licensed by
Licensor to company
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hereunder have not yet been reduced to writing by Licensor in the form of
manuals, books or other formal operating procedures. Licensor shall have no
obligation hereunder to reduce such Operating Procedures to writing. However,
in the event Licensor shall do so while this License Agreement remains in
effect, it shall furnish complete copies thereof. It is further understood and
agreed that the Operating Procedures are actual, practical methods of operating
and that Company shall at all times be given full access to all of Licensor's
knowledge, know-how and experience with respect thereto. In addition, all
developments, improvements, additions, deletions, changes and enhancements in
and to the Operating Procedures (the "Developments") shall promptly be
communicated to Company; and for all purposes of this License Agreement, the
term "Operating Procedures" shall include all such Developments; provided,
however, that in no event shall Company's rights to use or sublicense the use
of Operating Procedures be reduced or in any way abridged as a result of any
such developments.
4.4 It is understood and agreed that Licensor's
obligation to furnish the Consulting services in the United States of persons
other than CV, AV and shall be subject to the willingness and availability of
such other persons to perform such service. Nevertheless, Licensor agrees to
use its best efforts to cause such other persons to perform such services. As
for the above named persons, it is understood that each of them
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shall not be required to be in the United States for more than twenty (20) days
per year in the aggregate, and for more than five (5) days at a time.
5. Miscellaneous.
5.1 This License Agreement shall be construed and
enforced in accordance with the laws of the State of California applicable to
contracts fully executed and to be performed within its jurisdiction and may be
amended or modified only by a writing executed by all parties hereto.
5.2 Captions used herein are for convenience only and
shall not be deemed a part of this License Agreement or be used to construe any
of the provisions hereof. Where the context so requires, the masculine gender
shall include the feminine or neuter, and. the singular shall include the
plural and the plural the singular.
5.3 This License Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.4 Performance of any obligation required of a party
hereunder may be waived only by a written waiver signed by the other party,
which waiver shall be effective only with respect to the other specific
obligation described therein.
5.5 This License Agreement constitutes the entire
understanding and contract between the parties hereto and
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supersedes any and all other prior or contemporaneous oral or written
representations or communications with respect to the subject matter hereof.
5.6 In the event that any provision hereof is found
invalid or unenforceable either as a result of arbitration or judicial decree,
the remainder of this License Agreement shall remain valid and enforceable
according to its terms.
5.7 This License Agreement shall be binding upon and
inure to the benefit of each of the parties hereto and their respective legal
successors and permitted assigns. Any sublicense granted by Licensee hereunder
shall be subject to and shall be consistent with the provisions of this License
Agreement.
5.8 All notices, requests or other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given or made if delivered personally or by telex or
by addressing them to the parties at the respective addresses first above
written, and by depositing such by air mail, postage prepaid, in the
appropriate governmental mail system, or by delivering them, toll prepaid, to a
telegraph or cable company, and if so telexed, mailed, telegraphed or cabled,
shall be deemed to have been received seventy-two (72) hours after the date of
mailing or twenty-four (24) hours after the date of the telex or delivery to
the telegraph or cable company. Any party hereto may designate a
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different address for the receipt of notices, requests or other communications
hereunder by giving the other party notice thereof pursuant to this Paragraph
5.8.
5.9 Because of the unique nature of the rights granted to
Company and the services to be performed by Licensor hereunder, it is
acknowledged and agreed that Company's remedies at law for a breach of any
provision of this Agreement (with the exception of Paragraphs 2 and 3 hereof)
would be inadequate and that Company shall, in such event, be entitled to
equitable relief, including without limitation injunctive relief, specific
performance or other equitable remedies in addition to all other remedies
provided at law or in equity. No remedy provided hereunder is intended to be
exclusive of any other remedy available at law or in equity.
5.10 This Agreement shall not be assigned by Licensor to
any other party (other than a corporation organized under the laws of a State
within or without the Territory, which is controlled by Licensor, CV, AV and
any other persons who are shareholders of Licensor on the date of such
assignment), in whole or in part, without the prior written consent of Company
in each instance. Notwithstanding any assignment by Licensor, Licensor shall
remain fully liable on this License Agreement and shall not be released from
performing any of the terms, covenants and conditions of this License
Agreement.
5.11 It is understood and agreed that at any time
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while this License Agreement remains in effect Company shall be entitled
without making any payment therefor to Licensor to change its corporate name to
include or to do business under a fictitious name including the name "Il
Fornaio"; provided, however, that in the event this License Agreement shall be
terminated as a result of Company's wrongful breach thereof, company shall
within a reasonable period of time eliminate the name "Il Fornaio" from its
corporate name or such fictitious name, unless otherwise agreed by Licensor.
5.12 In the event of the liquidation, winding-up or
dissolution of Licensor, all rights granted to Company hereunder shall survive
and remain in full force and effect, although the shareholders of Licensor
shall have no personal obligation to perform the agreements of Licensor set
forth in paragraphs 2 and 3 thereof.
5.13 This Agreement shall only be terminated upon the
occurrence of one of the following events:
(A) If Licensor shall commit a material breach of
this License Agreement and shall have failed to cure such breach within thirty
(30) days following its receipt of written notice thereof from Company (which
notice shall specify in precise detail the nature and extent of such breach)
and Company shall within ninety (90) days following Licensor's receipt of such
notice give written notice of the date such termination shall be effective; or
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(B) If Company shall commit a material breach of
this Agreement and shall have failed to cure such breach within thirty (30)
days following its receipt of written notice thereof from Licensor (which
notice shall specify in precise detail the nature and extent of such breach)
and Licensor shall within ninety (90) days following Company's receipt of such
notice give written notice of the date such termination shall be effective.
IN WITNESS WHEREOF, the parties hereto have executed this License
Agreement as of the date first above written.
COMPANY LICENSOR
IL FORNAIO (AMERICA) CORPORATION VEGGETTI S.r.l.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ CARLO VEGGETTI
------------------------------ --------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ Carlo Veggetti
Title: Chairman of the Board Title:
-----------------------------
ATTEST: ATTEST:
--------------------------- -----------------------------
(Signature) [ILLEGIBLE] (Signature) [ILLEGIBLE]
----------------------- ------------------------
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AGREEMENT FOR PURCHASE OF STOCK
This Agreement for Purchase of Stock (the "Agreement") is made and
entered into this 6th day of March, 1987, by and between E.F.B.T., AG., of
Giubiasco, Switzerland, a Swiss corporation ("EFBT") and Il Fornaio (America)
Corporation, a California corporation ("Company") of San Francisco, California,
U.S.A.
1. issuance of Stock
In consideration of the Revised License Agreement between the Company
and Veggetti S.r.l. of Milan, Italy ("Veggetti") and the release of the Company
from various claims that Veggetti might otherwise have made under the License
Agreement made and entered into on January 26, 1981 between Veggetti and The
Salad Store, Inc., a California corporation, which had been previously assigned
to the Company, the Company hereby agrees to issue EFBT, a subsidiary of
Veggetti, 82,155 shares of common stock of the Company, which shall constitute
at least five percent of the issued and outstanding shares of capital stock of
the Company as of the date of this Agreement after giving effect to the
contemplated reorganization in March, 1987, which will involve an investment in
the Company of $2,700,000 (U.S.). Such reorganization is outlined in the
attached Exhibit "A."
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2. Financial Information
Until the earlier of (a) the fourth anniversary of this Agreement, or
(b) the date on which a registration statement of the Securities Act of 1933,
as amended, with respect to a public offering of the Company's equity
securities has been filed with the Securities and Exchange Commission or any
successor agency or body performing similar functions, or (c) the consummation
of (i) any merger or consolidation between the Company and any other
corporation which is not prior to that time an affiliate of-the Company, (ii)
the sale, lease, or exchange or all or substantially all of the assets of the
Company to or with any person, or (iii) the acquisition by any person or
persons of securities representing (or which would represent, upon exercise of
any conversion rights, warrants, options or other rights pertaining thereto or
issued in connection therewith) more than fifty percent of the voting power of
the Company, whether such securities are acquired upon issuance by the Company
or by transfer from a holder thereof, the Company shall allow representatives
of EFBT, after a reasonable notice to the Company, to inspect during normal
business hours such financial reports and other information that may be
reasonably requested, provided that t he person inspecting such financial
information executes a confidentiality and non-disclosure agreement in a form
that may be reasonably requested by the Company.
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3. Governing Law
This Agreement shall be construed under and in accordance with the
laws of the State of California, U.S.A.
4. Modification; Waiver
No modification or waiver of any provision of this Agreement or
consent to departure therefrom, shall be effective unless in writing and
approved by the Company and EFBT.
5. Successors and Assigns
All covenants and agreements of the parties contained in this
Agreement shall be binding upon and inure to the benefit of their respective
successors and assigns.
6. Further Assurances
The Company and EFBT agree to cooperate fully in taking such further
actions and executing all such further instruments and documents as either
party may reasonably request in order to carry out the transactions contemplated
by this Agreement.
7. Entire Agreement
This Agreement, including exhibits, contains all the terms
and conditions agreed upon by the parties relating to the subject matter of
this Agreement and supercedes all prior and contemporaneous agreements,
negotiations, correspondence, undertakings and communications of the parties,
whether oral or written, respecting that subject matter.
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8. Severability
In the event that one or more of the provisions contained in this
Agreement or any document executed in connection herewith should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provision contained therein shall not in any
way be affected thereby.
IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE
EXECUTED AND EFFECTIVE AS OF THE DATE FIRST ABOVE WRITTEN.
IL FORNAIO (AMERICA) CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Date: March, 6, 1987.
E.F.B.T., A.G.
By: /s/ CARLO VEGGETTI
------------------------------------
Carlo Veggetti
Title:
Date: 20/3, 1987.
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February 25, 1987
IL FORNAIO (AMERICA) CORPORATION
Pro Forma Capitalization
After Proposed Reorganization
Number
of Shares Percentage
--------- -----------
(1) Existing Common Stock 129,921
(includes 8,055 shares of
Common Stock issued upon
conversion of Class B
Common Stock)
(2) Conversion of debentures 92,593
into Common Stock
(3) Class B Common Stock 0
(4) Class C Common Stock 1,000
(5) Series A Preferred Stock 55,814
--------- ---
SUBTOTAL 279,328 17%
(6) Veggetti (Common Stock) 82,155 5
(7) ▇▇▇▇▇▇ (Common Stock) 657,243 40
(8) Series B Preferred Stock 542,225 33
($4.6106 per share)
(9) Management Stock (Common Stock) 82,155 5
--------- ---
1,643,106 100%
Note: In addition to the above, there are outstanding, or shortly will be
issued, warrants to purchase up to 5% of the Common Stock of the Company at
$4.6106 per share.
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AGREEMENT RE LICENSE AND PURCHASE OF STOCK
This Agreement Re License (the "Agreement") is made and
entered into this day of , 1987 by
and between Veggetti S.r.l. of Milan, Italy ("Veggetti") and Il Fornaio
(America) Corporation, a California corporation ("Company") of San Francisco,
California, U.S.A.
1. Revised License Agreement
The parties hereby terminate and cancel the license agreement made and
entered into on January 26, 1981 between Veggetti and The Salad Store, Inc., a
California corporation (the "License Agreement"), which has been previously
assigned to the Company. In lieu and in replacement of said License Agreement,
the parties hereby enter into the revised license agreement that is attached as
Exhibit A and incorporated herein (the "Revised License Agreement").
2. Stock Purchase Agreement
Veggetti declares that the right to participate in the capital of the
Company will be executed by a Company controlled and named "EFBT-Einrichtungen
Fuer Baeckereien und Tea - Rooms"
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A.G., based in Giubiasco, CH. ("EFBT"). Veggetti hereby represents that EFBT
is a subsidiary of the Veggetti for operations in foreign markets.
3. Release
Veggetti, on behalf of itself and its successors and assigns, hereby
releases the Company, its agents, employees, officers, and directors,
predecessors in interest and assigns, from any and all liability, damages,
causes of action, whether known or unknown, that arise out of or in any way
relate to the License Agreement, except to the extent such matters are included
in the Revised License Agreement. Veggetti hereby represents and warrants that
it is fully entitled to give this complete release and discharge.
4. Shareholders' Agreement
The Shareholders' Agreement between Veggetti and various other
shareholders date January 26, 1981, is hereby cancelled in its entirety.
TO BE EXECUTED AND EFFECTIVE AS OF THE DATE FIRST ABOVE WRITTEN.
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IL FORNAIO, (AMERICA) CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Date: March 6, 1987
VEGGETTI,
By: /s/ CARLO VEGGETTI
---------------------------------
Carlo Veggetti
Title:
Date: 20/3, 1987.
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