EXHIBIT 10.4
AGREEMENT
AGREEMENT dated this 26th day of November, 1999, by and between Brewing
Ventures LLC, a Minnesota limited liability company ("BV"), and Founders Food &
Xxxxxxx Ltd., a Minnesota corporation ("FFFL").
WHEREAS, BV and FFFL entered into a Management Agreement dated August 13,
1997 (the "Management Agreement"), pursuant to which BV rendered certain
management services to FFFL; and
WHEREAS, FFFL intends to file with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933 (the "Registration
Statement") for the registration of FFFL's common stock; and
WHEREAS, FFFL and BV desire to terminate the Management Agreement effective
June 30, 1999; and
WHEREAS, FFFL and BV would desire to reinstate the Management Agreement in
full if the Registration Statement is not declared effective by the Securities
and Exchange Commission on or prior to March 31, 2000; and
WHEREAS, FFFL and BV desire to confirm matters relating to fees due BV by
FFFL and the waiver thereof.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
1. TERMINATION OF MANAGEMENT AGREEMENT. Notwithstanding the provisions
of Section 1.2 of the Management Agreement, the Management Agreement shall
terminate effective June 30, 1999; provided, however, that the Management
Agreement shall be reinstated in full if the Registration Statement is not
declared effective by the Securities and Exchange Commission on or prior to
March 31, 2000.
2. WAIVER OF MANAGEMENT FEES. Under the terms of the Management
Agreement, BV is entitled to receive a management fee equal to the greater
of (a) 1% of the Company's gross monthly sales (not to exceed $2,083.33 per
month) or (b) $2,083.33 per month. Immediately following the date the
Registration Statement is declared effective by the Securities and Exchange
Commission, FFFL shall pay BV the amount of $45,833.26, representing
management fees accrued from September 1, 1997, through June 30, 1999, and
BV shall waive any other management fees payable under the Management
Agreement. Notwithstanding the foregoing waiver of management fees, BV
shall be entitled to submit vouchers or invoices for out-of-pocket expenses
incurred by BV or its members who rendered services in connection with the
performance of the Management Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date first above written.
FOUNDERS FOOD & XXXXXXX LTD.
By /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Chief Executive
Officer
BREWING VENTURES LLC
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Governor, Treasurer
and Secretary
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