Westpac Pacific Foods - Page 5




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          the agreement for a period of 12 months after Ambassador's                  
          merchandise was installed.2                                                 
               The agreement required Westpac to repay a pro rata portion             
          of the $4,572,000 upfront cash payment and the initial inventory            
          purchase credit if one of Westpac's member stores ceased                    
          operations.  The contract defined the pro rata repayment                    
          obligation in terms of the percentage of the volume purchase                
          commitment that remained unsatisfied at the time.                           
               On March 14, 1994, Westpac and Ambassador executed an                  
          addendum to their contract.  The addendum increased Westpac's               
          volume purchase obligation to $76,047,000.  The addendum also               
          called for Ambassador to pay Westpac (1) $1,225,000 to cover the            
          cost of opening inventory in additional stores that became                  
          covered under the agreement and (2) $1,225,000 as an additional             
          placement allowance.  Ambassador, through its affiliate Hallmark            
          Marketing Corp., made the combined $2,450,000 payment by check              
          dated April 29, 1994.                                                       
               In March 1997, Westpac and Ambassador discussed the                    
          possibility of terminating their contract.  In the course of                
          these discussions, Ambassador prepared a letter setting forth the           


               2  This last credit provision was aimed primarily at the               
          Save Mart stores which Ambassador anticipated would join the                
          agreement at the conclusion of the preexisting contract between             
          Save Mart and American Greetings Corp.                                      





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