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EXHIBIT 10.4
AMENDMENT TO CONSULTING AGREEMENT
THIS AMENDMENT TO CONSULTING AGREEMENT (this "AMENDMENT") is made as
of the 16th day of October, 1996, by and between Atlantic Beverage Company,
Inc., a Delaware corporation (the "COMPANY"), STERLING ADVISORS, L.P., a
Delaware limited partnership ("STERLING") and ELFMAN VENTURE PARTNERS, INC., an
Illinois corporation ("EVP"). Sterling and EVP are hereinafter referred to
together as the "MANAGERS".
WHEREAS, effective as of March 15, 1996, the Company and the Managers
entered into a Consulting Agreement (the "AGREEMENT") which provided for the
Managers rendering consulting services to the Company in consideration for
payment of fees and other consideration therefore, all on terms more
specifically enumerated in the Agreement; and
WHEREAS, capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement; and
WHEREAS, the Company and the Managers have agreed to amend the
Agreement as set forth herein, all according to the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:
1. Amendment. Section 4C of the Agreement is hereby amended by
adding the following sentence to the end of said Section:
"Notwithstanding the foregoing, in the event that the Company,
either directly or indirectly, acquires or merges with the (i)
business now known as ▇▇▇▇▇▇'▇ Farm, Inc. or ▇▇▇▇▇▇'▇ Sausage,
Inc., the $50,000 increase in the Base Fee shall not commence
until January 1, 1997, and (ii) business now known as
"▇▇▇▇▇▇'▇ Country Sausage", there shall be no increase in the
Base Fee."
2. Continued Effectiveness of Agreement. Except as expressly amended
hereby, the Agreement shall continue in full force and effect.
(end of text)
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first written above.
STERLING ADVISORS, L.P.
By Sterling Group, Inc.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
ELFMAN VENTURE PARTNERS, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
ATLANTIC BEVERAGE COMPANY, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman
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