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$67	Preview Subscribers	2000	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (167K) Doc #445484: Click preview link for longer preview. AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is entered into this 14th day of July, 2000, by and among GREAT AMERICAN BARBECUE COMPANY, a Missouri corporation (the "Seller"), the shareholders of Seller whose signatures appear on the signature page to this Agreement (collectively, the "Principal Shareholders"), THE GREAT AMERICAN BARBECUE FOOD COMPANY, a Delaware corporation (the "Buyer"), and INTERNATIONAL MENU SOLUTIONS CORPORATION, a Nevada corporation (the " . . . 445484	IMS International Menu Solutions Corp. ( Food Processing ) ; Wedbush Morgan Wedbush Morgan Securities, Inc. As referenced in this Agreement and Plan of Reorganization: Wedbush Morgan Securities – related thereto. Seller shall certify these facts and warranties as of Closing as reasonably requested by Thompson Coburn LLP. 3.25 No Broker. No person, firm or corporation other than Wedbush Morgan Securities has acted in the capacity of broker, advisor, investment banker or finder on behalf of Seller to bring about the negotiation or consummation of this Agreement or the purchase of _____________ Wedbush Morgan Securities, – Parent which contests the validity of this Agreement or the ability of the Buyer or Parent to consummate the transactions contemplated by this Agreement. 4.10 No Broker. Except for Wedbush Morgan Securities, no person, firm or corporation has acted in the capacity of broker, advisor, investment banker or finder on behalf of the Buyer or Parent to bring about the negotiation _____________ Wedbush Morgan Securities – of the sales force of the Buyer or either Acquired Subsidiary without the prior written approval of the Seller Representative. 7.8 Wedbush Fee. The fee(s) and expenses of Wedbush Morgan Securities relating to the Transaction, whether in representing Seller, Parent or Buyer, shall be paid by Parent and not charged to Buyer during the Measuring Period. The parties acknowledge that _____________ dt 1552142 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Agreement and Plan of Reorganization: Bank of America N.A. – them and the immediate redemption thereof for common stock, and/or warrants for common stock, of Parent, on terms satisfactory to Buyer. (b) Buyer shall have reached an agreement with Bank of America N.A. and First National Bank of Eagle Lake on the assumption of Seller's indebtedness to them, on terms satisfactory to Buyer. 8.16 PAC, Inc. PAC, Inc. shall have _____________ dt 1554423 ; Thompson Coburn Thompson Coburn ( Legal ) As referenced in this Agreement and Plan of Reorganization: Thompson Coburn – for Tax purposes) that are made in contemplation of the transaction or that are related thereto. Seller shall certify these facts and warranties as of Closing as reasonably requested by Thompson Coburn LLP. 3.25 No Broker. No person, firm or corporation other than Wedbush Morgan Securities has acted in the capacity of broker, advisor, investment banker or finder on behalf of _____________ Thompson Coburn – Seller or use a significant portion of Seller's business assets in a business. Parent and Buyer shall certify these facts and warranties as of Closing as reasonably requested by Thompson Coburn LLP. 4.9 Litigation. There is no suit, claim, action, proceeding or governmental investigation now pending or, to Buyer's and Parent's knowledge, threatened against Buyer or Parent which _____________ Thompson Coburn – are made, not misleading. -30- {PAGE} 31 Article 5 Closing and Closing Date The closing of the transactions contemplated by this Agreement ("Closing") shall take place at the office of Thompson Coburn LLP, One Firstar Plaza, St. Louis, Missouri, commencing at 9:00 a.m. local time on July 17, 2000 (the "Closing Date"), or at such other time and place as _____________ Thompson Coburn – Board of Directors of Parent shall have approved the Transaction and the other matters contemplated by this Agreement. 9.7 Tax Opinion. The Seller shall have received an opinion of Thompson Coburn LLP dated as of the Closing, to the effect that the Transaction will constitute a reorganization for federal income tax purposes within the meaning of Section 368 of the Code _____________ Thompson Coburn – number of shares of Parent Common Stock to the Escrow Agent and Transfer Agent, respectively, as required by Section 1.2 hereof; and (g) Deliver to the Seller opinions of Thompson Coburn LLP and of Nevada counsel to the Parent, in form reasonably satisfactory to the Seller as to the matters set forth in Exhibit H attached hereto and made a part _____________ dt 1392374
$41	Preview Subscribers	2001	Agreement of Purchase and Sale Agreement of Purchase and Sale (67K) Doc #445402: Click preview link for longer preview. AGREEMENT OF PURCHASE AND SALE INTERNATIONAL MENU PARTNERSHIP, a limited liability partnership by its general partner, INTERNATIONAL MENU GP INC. Purchase from PRICEWATERHOUSECOOPERS INC. a court-appointed interim receiver of the Business of International Menu Solutions Inc., And its Subsidiaries and of certain assets of . . . 445402	IMS International Menu Solutions Corp. ( Food Processing ) As referenced in this Agreement of Purchase and Sale: INTERNATIONAL MENU SOLUTIONS CORP. – partner, INTERNATIONAL MENU GP INC. Purchase from PRICEWATERHOUSECOOPERS INC. a court-appointed interim receiver of the Business of International Menu Solutions Inc., And its Subsidiaries and of certain assets of INTERNATIONAL MENU SOLUTIONS CORP. and not in its personal or corporate capacity of certain assets of INTERNATIONAL MENU SOLUTIONS CORP. INTERNATIONAL MENU SOLUTIONS INC. PRIME FOODS PROCESSING INC. TRANSCONTINENTAL GOURMET FOODS INC. TASTY _____________ INTERNATIONAL MENU SOLUTIONS CORP. – Business of International Menu Solutions Inc., And its Subsidiaries and of certain assets of INTERNATIONAL MENU SOLUTIONS CORP. and not in its personal or corporate capacity of certain assets of INTERNATIONAL MENU SOLUTIONS CORP. INTERNATIONAL MENU SOLUTIONS INC. PRIME FOODS PROCESSING INC. TRANSCONTINENTAL GOURMET FOODS INC. TASTY SELECTIONS INC. D.C. FOOD PROCESSING INC. THE ULTIMATE COOKIE CO. INC. {PAGE} THIS AGREEMENT OF _____________ INTERNATIONAL MENU SOLUTIONS CORP. – B E T W E E N: PRICEWATERHOUSECOOPERS INC., the court-appointed Interim Receiver of the Business of INTERNATIONAL MENU SOLUTIONS INC., and its Subsidiaries and of certain assets of INTERNATIONAL MENU SOLUTIONS CORP. and not in its personal or corporate capacity (hereinafter called the "Seller") OF THE FIRST PART - and - INTERNATIONAL MENU PARTNERSHIP, a limited liability partnership by its general partner INTERNATIONAL _____________ International Menu Solutions Corp. – called the "Buyer") OF THE SECOND PART WHEREAS: International Menu Solutions Inc. (the "Company") carries on the business of producing and selling home meal replacement products through various operating subsidiaries; International Menu Solutions Corp. owns all the issued shares in the capital stock of Huxtable's Kitchens Inc.; and The Seller has agreed to sell to the Buyer and the Buyer has agreed _____________ International Menu Solutions Corp. – of Closing all right, title and interest in and to the Purchased Assets free and clear of any right, title or interest of the Bank of Nova Scotia, the Seller, International Menu Solutions Corp. , the Company, a Subsidiary, those persons who may have claims referred to in subsection 2.11, those persons who will be listed by the Purchaser, acting reasonably, in Schedule _____________ dt 1334865 ; Nova Scotia Bank of Nova Scotia ( Regional Banks ) As referenced in this Agreement of Purchase and Sale: Bank of Nova Scotia, – and vesting in the Buyer as of Closing all right, title and interest in and to the Purchased Assets free and clear of any right, title or interest of the Bank of Nova Scotia, the Seller, International Menu Solutions Corp., the Company, a Subsidiary, those persons who may have claims referred to in subsection 2.11, those persons who will be listed by _____________ Bank of Nova Scotia – valid Purchase Money Security Interest and for which a Financing Statement was registered pursuant to the Personal Property Security Act on the Fixed Assets and Equipment in priority to the Bank of Nova Scotia and other than such right, title and interest held or issued as security for any Assumed Liabilities), including without limitation any estates, titles, rights, benefits, interests, claims, liens, hypothecs, security _____________ Bank of Nova Scotia – Injunctions - no order of a court of competent jurisdiction shall have been made enjoining the Seller, the Company or the Buyer from completing the transactions hereby contemplated; and (f) The Bank of Nova Scotia Leases - with respect to the Assumed Liabilities in favour of The {PAGE} 17 Bank of Nova Scotia, the Buyer shall have executed assumption agreements in a form reasonably satisfactory to _____________ Bank of Nova Scotia, – Company or the Buyer from completing the transactions hereby contemplated; and (f) The Bank of Nova Scotia Leases - with respect to the Assumed Liabilities in favour of The {PAGE} 17 Bank of Nova Scotia, the Buyer shall have executed assumption agreements in a form reasonably satisfactory to the Bank and to the Buyer and on the terms and in accordance with the commitments _____________ dt 1340187 ;	Royal Bank Royal Bank of Canada ( Regional Banks ) As referenced in this Agreement of Purchase and Sale: Royal Bank of Canada – Prime Foods Processing Inc. in favour of the Business Development Bank of Canada not exceeding $550,000 and the obligations of D.C. Food Processing Inc. in favour of the Royal Bank of Canada not exceeding $583,000 secured by a Charge/Mortgage of Land registered against the Lands. (e) "Buildings" means all buildings and additions thereto (including leasehold improvements) situate on the Lands; ( _____________ dt 1454332
$46	Preview Subscribers	2000	Asset Purchase Agreement Asset Purchase Agreement (45K) Doc #445460: Click preview link for longer preview. ASSET PURCHASE AGREEMENT THIS AGREEMENT is made the 30th day of June, 2000 AMONG: SEAFOOD SELECTIONS INC., a corporation incorporated under the laws of the Province of Ontario (the "Purchaser") - and - PRIME FOODS PROCESSING INC., a corporation incorporated under the laws of the Province of Ontario (the "Vendor") - and - INTERNATIONAL MENU SOLUTIONS INC., a corporation incorporated . . . 445460	IMS International Menu Solutions Corp. ( Food Processing ) ;	Nova Scotia Bank of Nova Scotia ( Regional Banks ) As referenced in this Asset Purchase Agreement: Bank of Nova Scotia – bear interest at the rate of Prime plus one percent per annum, calculated monthly (the term "Prime" means the base commercial lending rate used from time to time by the Bank of Nova Scotia set on a quarterly basis on the first day of each calendar quarter during the period until the Purchase Price is fully paid). (f) The Purchaser shall have the shorter _____________ dt 1340188
$40	Preview Subscribers	2000	Executive Incentive Stock Option Plan Executive Incentive Stock Option Plan (11K) Doc #445483: Click preview link for longer preview. INTERNATIONAL MENU SOLUTIONS CORPORATION EXECUTIVE INCENTIVE STOCK OPTION PLAN 1. Purpose of the Plan This Executive Incentive Stock Option Plan (hereinafter called the "Plan") is intended to encourage ownership of stock of International Menu Solutions Corporation (hereinafter called the "Corporation") by officers and directors of the Corporation and its corporate subsidiaries and to provide additional incentive for them to promote the success of the business of the Corporation. 2. Eligibility Options may be granted only to persons who at the time of the grant are officers and directors of the Corporation or any subsidiary (who may also be officers of the Corporation or of any such subsidiary). For purposes of the Plan, the term "subsidiary" means any corporation of which the Corporation owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock of such corporation, as more particularly defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"). (The Corporation and its subsidiaries are sometimes hereinafter called `Employer Corporations" and individually "Employer Corporation") (b) No option shall be granted to an officer or director who owns more than 10% of the total combined voting power of all classes of stock of the Corporation or any subsidiary, unless the option meets the requirements of Section 422(c)(5) of the Code. 3. Stock Subject to the Plan The stock subject to the options to be granted pursuant to the Plan (hereinafter called "Options") shall be the common stock, par value $.001 per share, of the Corporation (the "Stock"). There shall be reserved for issuance upon the exercise of Options an aggregate of 2,500,000 shares of authorized but unissued Stock. If any Options granted hereunder shall expire unexercised or otherwise shall terminate, the shares covered thereby shall be restored to the shares reserved for issuance under the Plan and used for the purpose of granting other Options under the Plan. 4. Administration of the Plan (a) The Plan shall be administered by the Board of Directors of the Corporation; provided, however, that commencing at such time as the shares of Stock of the Corporation are required to be registered under Section 12(g) of the Securities Exchange Act of 1934, the Plan shall be administered by a Committee appointed by the Board of Directors of the corporation consisting of not less than a sufficient number of disinterested members of such Board so as to qualify the Committee to administer the Plan as contemplated by Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (or any successor rule). The administering body is hereinafter called the "Administrator". 445483	IMS International Menu Solutions Corp. ( Food Processing )
$61	Preview Subscribers	2000	Loan Agreement Loan Agreement (131K) Doc #445479: Click preview link for longer preview. INTERNATIONAL MENU SOLUTIONS CORPORATION INTERNATIONAL MENU SOLUTIONS INC. - and - FIRST ONTARIO FUND -and- BANK OF MONTREAL CAPITAL CORPORATION -------------------------------------------------------------------------------- LOAN AGREEMENT -------------------------------------------------------------------------------- FOGLER, RUBINOFF Suite 4400, . . . 445479	IMS International Menu Solutions Corp. ( Food Processing ) ;	Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Loan Agreement: BANK OF MONTREAL – 10.13 {SEQUENCE}21 {FILENAME}y39794ex10-13.txt {DESCRIPTION}LOAN AGREEMENT {TEXT} {PAGE} 1 Exhibit 10.13 ================================================================================ INTERNATIONAL MENU SOLUTIONS CORPORATION INTERNATIONAL MENU SOLUTIONS INC. - and - FIRST ONTARIO FUND -and- BANK OF MONTREAL CAPITAL CORPORATION -------------------------------------------------------------------------------- LOAN AGREEMENT -------------------------------------------------------------------------------- FOGLER, RUBINOFF Suite 4400, Royal Trust Tower Toronto-Dominion Centre Toronto, Ontario M5K 1G8 ================================================================================ {PAGE} 2 INDEX ARTICLE 1.- INTERPRETATION .................................................. 2 1.1 Interpretation ........................................... 2 1. _____________ BANK OF MONTREAL – Province of Ontario (hereinafter called the "Borrower') -and- FIRST ONTARIO FUND, a labour sponsored venture fund governed under the laws of the Province of Ontario (hereinafter called "First Ontario") -and- BANK OF MONTREAL CAPITAL CORPORATION, a corporation incorporated under the laws of Canada (hereinafter called "BMOCC") WHEREAS the Parent and the Borrower have requested and the Lenders have agreed to provide the Borrower _____________ Bank of Montreal – Page 27 - (a) as to the Borrower and the Parent: 350 Creditstone Road Concord, Ontario L4K 3Z2 Attention: Michael A. Steele Telecopy: (905) 366-6368 (b) as to the Lenders Bank of Montreal Capital Corporation 302 Bay Street, 7th Floor Toronto, Ontario M5X lAl Attention: Managing Director Telecopy: (416) 867-4108 First Ontario Fund 234 Eglinton Avenue East, Suite 310 Toronto, Ontario M4P _____________ BANK OF MONTREAL – SOLUTIONS CORPORATION Per: /s/ ----------------------------------------- Name: Title INTERNATIONAL MENU SOLUTIONS INC. Per: /s/ ----------------------------------------- Name: Title FIRST ONTARIO FUND Per: /s/ Don McDonald ----------------------------------------- Name: Don McDonald Title: Vice President Per: ----------------------------------------- Name: Title BANK OF MONTREAL CAPITAL CORPORATION Per: /s/ ----------------------------------------- Name: Title Per: ----------------------------------------- Name: Title {/TEXT} {/DOCUMENT} _____________ dt 1443638
$45	Preview Subscribers	2000	Loan Agreement Loan Agreement (38K) Doc #445480: Click preview link for longer preview. [LOGO] Exhibit 10.14 BDC LOAN AGREEMENT THIS AGREEMENT dated November 5th, 1997 BETWEEN: PRIME FOODS PROCESSING INC., a Company duly incorporated under the laws of the Province of Ontario, of Waterloo, Ontario, (the "Company 1") AND: , a Company duly incorporated under the laws of the Province of Ontario, of ,Ontario, . . . 445480	IMS International Menu Solutions Corp. ( Food Processing )
$45	Preview Subscribers	2000	Loan Agreement Loan Agreement (44K) Doc #445481: Click preview link for longer preview. Business Development Bank of Canada BDC Banque de developpement du Canada LOAN AGREEMENT ================================================================================ THIS AGREEMENT dated ________ 1998. BETWEEN: TRANSCONTINENTAL GOURMET FOODS INC. (the "Borrower") OF THE FIRST PART AND: BUSINESS DEVELOPMENT BANK OF CANADA, with a branch at 3660 Hurontario, 8th Floor, Mississauga, Ontario, L5B 3C4 (the "Bank") . . . 445481	IMS International Menu Solutions Corp. ( Food Processing ) ;	Nova Scotia Bank of Nova Scotia ( Regional Banks ) As referenced in this Loan Agreement: Bank of Nova Scotia – 00 6. Waiver of Distraint dated _____________________, 1998 between Raffael Cerundolo, Terry Taurasi and T&R Construction and the Bank. 7. Priority Agreement dated __________________, 1998 between the Bank, The Bank of Nova Scotia and the Borrower. 8. Insurance on assets, including boiler and machinery and "All-Risks" or fire and extended coverage, recording the Bank as loss payee. Loan Agreement - FLOATING Rev. December, _____________ dt 1340189
$42	Preview Subscribers	2000	Loan Agreement Loan Agreement (173K) Doc #445524: Click preview link for longer preview. LOAN AGREEMENT This agreement dated as of the 26th day of May, 2000 BETWEEN: INTERNATIONAL MENU SOLUTIONS CORPORATION, a corporation incorporated pursuant to the laws of the State of Nevada, (hereinafter referred to as the "Parent") - and - INTERNATIONAL MENU SOLUTIONS INC., a corporation amalgamated pursuant to the laws of the . . . 445524	IMS International Menu Solutions Corp. ( Food Processing ) ; Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Loan Agreement: BANK OF MONTREAL – to as "Southbridge") - and - FIRST ONTARIO LABOUR SPONSORED INVESTMENT FUND LTD., a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter referred to as "First Ontario") - and - BANK OF MONTREAL CAPITAL CORPORATION, a corporation incorporated pursuant to the laws of Canada, (hereinafter referred to as "BMOCC" and, together with Southbridge and First Ontario, referred to as the "Lender Group") THIS _____________ Bank of Montreal – c/o First Ontario Management Ltd. 234 Eglinton Avenue East Suite 310 Toronto, Ontario M4P 1K5 Attention: Mr. Ken Delaney, President Telecopier No.: (416) 487-1345 {PAGE} 31 31 and Bank of Montreal Capital Corporation 302 Bay Street 7th Floor Toronto, Ontario M5X 1A1 Attention: Mr. Mel Margolese, Managing Director Telecopier No.: (416) 867-4108 with a copy to: Crosbie Capital Management Inc. _____________ BANK OF MONTREAL – ______________________________ Name: Michael Steele Title: President c/s SOUTHBRIDGE INVESTMENT PARTNERSHIP NO. 1 by its general partner, SIPGP NO. 1 INC. By: ______________________________ Name: Michael Petersen Title: President c/s BANK OF MONTREAL CAPITAL CORPORATION By: ______________________________ Name: Mel Margolese Title: Managing Director FIRST ONTARIO LABOUR SPONSORED INVESTMENT FUND LTD. By: ______________________________ Name: Colin Walker Title: Vice-President {PAGE} 35 SCHEDULE A DEFINED _____________ Bank of Montreal – 1999; (ii) Business Development Bank and Prime Foods Processing Inc. dated November 5, 1997; (iii) Royal Bank of Canada and D.C. Food Processing Inc. dated August 19, 1999; (iv) Bank of Montreal Capital Corporation and First Ontario Labour Sponsored Investment Fund Ltd. as Lenders and the Borrower as borrower dated May 10, 1999; and (iv) any other credit agreement or mortgage with _____________ dt 1443641 ;	Nova Scotia Bank of Nova Scotia ( Regional Banks ) As referenced in this Loan Agreement: Bank of Nova Scotia; – completion of the following loans and financing commitments to or in favour of the Borrower: (i) credit facilities in the aggregate minimum amount of $10,000,000.00 by the Bank of Nova Scotia; The Lender Group shall also be satisfied with all of the terms and conditions of the above loans and financing commitments consistent with the financial projections used by the _____________ Bank of Nova Scotia, – loans and financing commitments consistent with the financial projections used by the Lender Group including, without limitation, the waiver of the requirement to maintain a cash collateral account with the Bank of Nova Scotia, inclusion of 30% of inventory in the borrowing base, and shall have received evidence to its satisfaction that the Bank of Nova Scotia has waived any technical default under _____________ Bank of Nova Scotia – maintain a cash collateral account with the Bank of Nova Scotia, inclusion of 30% of inventory in the borrowing base, and shall have received evidence to its satisfaction that the Bank of Nova Scotia has waived any technical default under its credit facilities or has agreed not to take any action in connection with such technical default. (g) FINANCIAL FORECASTS. The Lender Group shall _____________ Bank of Nova Scotia, – event such a security interest or arrangement. (lll) "SECURITY SHARING AGREEMENT" means an agreement of even date herewith made between Southbridge, First Ontario, and BMOCC. (mmm) "SENIOR LENDERS" means The Bank of Nova Scotia, Business Development Bank of Canada, and The Royal Bank of Canada or any other lender providing operating or term credit facilities (other than capital leases or real estate mortgages) _____________ Bank of Nova Scotia – or real estate mortgages) and having Liens in priority to the Liens of the Lender Group. (nnn) "SENIOR LOAN AGREEMENTS" means, certain loan agreements made between {PAGE} 43 (i) The Bank of Nova Scotia as Lender and the Borrower, as borrower, dated April 15, 1999; (ii) Business Development Bank and Prime Foods Processing Inc. dated November 5, 1997; (iii) Royal Bank of Canada and _____________ dt 1340191 ; Royal Bank Royal Bank of Canada ( Regional Banks ) As referenced in this Loan Agreement: Royal Bank of Canada – means an agreement of even date herewith made between Southbridge, First Ontario, and BMOCC. (mmm) "SENIOR LENDERS" means The Bank of Nova Scotia, Business Development Bank of Canada, and The Royal Bank of Canada or any other lender providing operating or term credit facilities (other than capital leases or real estate mortgages) and having Liens in priority to the Liens of the Lender Group. ( _____________ Royal Bank of Canada – The Bank of Nova Scotia as Lender and the Borrower, as borrower, dated April 15, 1999; (ii) Business Development Bank and Prime Foods Processing Inc. dated November 5, 1997; (iii) Royal Bank of Canada and D.C. Food Processing Inc. dated August 19, 1999; (iv) Bank of Montreal Capital Corporation and First Ontario Labour Sponsored Investment Fund Ltd. as Lenders and the Borrower as _____________ dt 1454333
$32	Subscribers	2000	Loan Amending Agreement Loan Amending Agreement (10K) Doc #445441: This document is immediately available for purchase, but does not have a preview available for viewing. LOAN AMENDING AGREEMENT THIS AGREEMENT is made this 1st day of September, 2000. B E T W E E N: INTERNATIONAL MENU SOLUTIONS CORPORATION, a corporation incorporated pursuant to the laws of the State of Nevada, (hereinafter referred to as the "Parent") - and - INTERNATIONAL MENU SOLUTIONS INC., a corporation amalgamated pursuant to the laws of the Province of Ontario, (hereinafter referred to as the "Borrower") - and - SOUTHBRIDGE INVESTMENT PARTNERSHIP NO. 1, a partnership constituted pursuant to the laws of the Province of Ontario, (hereinafter referred to as "Southbridge") - and - FIRST ONTARIO LABOUR SPONSORED INVESTMENT FUND LTD., a corporation incorporated pursuant to the laws of the Province of Ontario, (hereinafter referred to as "First Ontario") - and - BANK OF MONTREAL CAPITAL CORPORATION, a corporation incorporated pursuant to the laws of Canada, (hereinafter referred to as "BMOCC" and, together with Southbridge and First Ontario, referred to as the "Lender Group") WHEREAS the parties hereto entered into a Loan Agreement dated the 26th day of May, 2000 (the "Loan Agreement"); AND WHEREAS the Borrower, the Parent, First Ontario, and BMOCC entered into a loan agreement dated the 10th day of May, 1999 (the "1999 Loan Agreement"); AND WHEREAS the Lender Group entered into a Security Sharing Agreement made as of the 31st day of May, 2000 (the "Security Sharing Agreement"); AND WHEREAS the parties hereto wish to amend the Loan Agreement as set out herein. NOW THEREFORE IN CONSIDERATION of their respective covenants and agreements contained herein, the parties hereby agree as follows: 445441	IMS International Menu Solutions Corp. ( Food Processing )
$39	Subscribers	2001	Notification of Late Filing Notification of Late Filing (10K) Doc #445407: This document is immediately available for purchase, but does not have a preview available for viewing. {DOCUMENT} {TYPE}NT 10-K {SEQUENCE}1 {FILENAME}d25304_12b-25.txt {DESCRIPTION}FORM 12B-25 {TEXT} Commission File Number: 000-30092 FORM 12b-25 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F[ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2000 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: N/A -------------------------------------------------------------------------------- Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein. -------------------------------------------------------------------------------- If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A Part I - Registrant Information Full Name of Registrant: International Menu Solutions Corporation Former name if applicable: N/A Address of Principal Executive Office (Street and Number): 350 Creditstone Road, Unit 202 Concord, Ontario Canada L4K 3Z2 -1- {PAGE} Part II - Rules 12b-25(b) and (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [ ] (b) The subject annual report, semi-annual report, transition report on Form 10-K or Form 10-KSB, Form 20-F, Form 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or Form 10-QSB, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and [ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. Part III - Narrative State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q or 10-QSB, N-SAR or the transition report or portion thereof, could not be filed within the prescribed time period. As a result of the current cash flow difficulties of the Company, it is not able to complete payment of its audit fees for the year ended December 31, 1999. As such its current auditors have been, under SEC rules, precluded from performing an audit for the year ended December 31, 2000. Due to its continuing cash flow difficulties and financial position, the Company has not been in a position to replace its current auditor with another auditor. The Company can not currently project when, or if, it will be in a position to make such filing. Accordingly, the Registrant is unable to file its Form 10-K for the period ended December 31, 2000 within the prescribed time period without unreasonable effort and expense. -2- {PAGE} Part IV - Other Information (1) Name and telephone number of person to contact in regard to this notification: Kevan Crawford (416) 366-6368 -------------------------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 of 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s)) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. The Company incurred substantial operating and net losses in the year ended December 31, 2000. Based on the Company's preliminary, unaudited, management prepared results for the year ended December 31, 2000, the Company believes its operating loss and net loss were approximately CDN$16.4 million and CDN$19.6 million, respectively, compared to 1999 operating loss and net loss of approximately CDN$1.7 million and CDN$2.5 million, respectively. The Company 445407	IMS International Menu Solutions Corp. ( Food Processing )
$31	Subscribers	2000	Promissory Note Promissory Note (1K) Doc #445440: This document is immediately available for purchase, but does not have a preview available for viewing. 445440	IMS International Menu Solutions Corp. ( Food Processing )
$43	Preview Subscribers	2000	Registration Rights Agreement Registration Rights Agreement (30K) Doc #445465: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT BY AND AMONG: INTERNATIONAL MENU SOLUTIONS CORPORATION, a corporation incorporated under the laws of the State of Nevada, (sometimes referred to herein as "ISMC" or the "Company"), OF THE FIRST PART, -and- VICTOR FRADKIN, of the City of Richmond Hill, in the Regional Municipality of York (hereinafter called "Victor"), RHYS QUIN, of the City of . . . 445465	IMS International Menu Solutions Corp. ( Food Processing )
$44	Preview Subscribers	2000	Registration Rights Agreement Registration Rights Agreement (34K) Doc #445466: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT BY AND AMONG: INTERNATIONAL MENU SOLUTIONS CORPORATION, a corporation incorporated under the laws of the State of Nevada, (sometimes referred to herein as "IMSC" or the "Company"), OF THE FIRST PART, - and - SOUTHBRIDGE INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Shareholder"), . . . 445466	IMS International Menu Solutions Corp. ( Food Processing )
$44	Preview Subscribers	2000	Registration Rights Agreement Registration Rights Agreement (33K) Doc #445467: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT MADE AS OF THE 18 DAY OF October, 1999. BY AND AMONG: INTERNATIONAL MENU SOLUTIONS CORPORATION, a corporation incorporated under the laws of the State of Nevada, (sometimes referred to herein as "IMSC" or the "Company"), OF THE FIRST PART, - and - MICHAEL ESKENAZI, of the City of Baie D'Urfe in the Province of Quebec . . . 445467	IMS International Menu Solutions Corp. ( Food Processing )
$44	Preview Subscribers	2000	Registration Rights Agreement Registration Rights Agreement (33K) Doc #445468: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of this 12th day of November, 1999, by and among INTERNATIONAL MENU SOLUTIONS CORPORATION, a corporation incorporated under the laws of the State of Nevada (sometimes referred to herein as "IMSC" or the "Company") and HUXTABLE'S FOODS, LLC., a Delaware limited liability company (the "Vendor"), WHEREAS: A. In accordance with the terms and conditions of the Asset Purchase Agreement, dated as of November 12, 1999 ( . . . 445468	IMS International Menu Solutions Corp. ( Food Processing ) ;	Locke Liddell Locke Liddell & Sapp LLP ( Legal ) As referenced in this Registration Rights Agreement: Locke Liddell – 8 {PAGE} 9 c/o Austin Ventures Norwood Tower, 13th Floor 114 West 7th St. Austin, Texas 78701 Attention: Blaine Wesner Telecopier No.: (512) 485-1995 with a copy to: Locke Liddell & Sapp LLP 2600 Chase Tower 600 Travis Houston. Texas 77002 Attention: Gene G. Lewis Telecopier No.: (713) 223-3717 Each party shall provide five (5) days' prior written notice _____________ dt 1526307
$41	Preview Subscribers	2000	Registration Rights Agreement Registration Rights Agreement (20K) Doc #445469: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT AGREEMENT, dated as of July __, 2000, is made and entered into by and among International Menu Solutions Corporation, a Nevada corporation (the "Company"), and each of the individuals or entities listed on Schedule A hereto that return to the Company an executed copy of this agreement (individually, a "Holder," and collectively, the "Holders"). WITNESSETH: WHEREAS, each Holder beneficially owns the shares or options of the Company and/or exchangeable . . . 445469	IMS International Menu Solutions Corp. ( Food Processing )
$45	Preview Subscribers	2000	Registration Rights Agreement Registration Rights Agreement (41K) Doc #445470: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT MADE AS OF THE 10TH DAY OF MAY, 1999. BY AND AMONG: INTERNATIONAL MENU SOLUTIONS CORPORATION, a corporation incorporated under the laws of the State of Nevada, (sometimes referred to herein as "IMSC" or the "Company"), OF THE FIRST PART, - and - DONALD KILIMNIK, of the Township of Centre Wellington, in the County of . . . 445470	IMS International Menu Solutions Corp. ( Food Processing )
$45	Preview Subscribers	2000	Registration Rights Agreement Registration Rights Agreement (43K) Doc #445473: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT MADE AS OF THE 10TH DAY OF MAY, 1999. BY AND AMONG: INTERNATIONAL MENU SOLUTIONS CORPORATION, a corporation incorporated under the laws of the State of Nevada, (sometimes referred to herein as "IMSC" or the "Company"), OF THE FIRST PART, - and - DONALD KILIMNIK, of the Township of Centre Wellington, in the County of Wellington ( . . . 445473	IMS International Menu Solutions Corp. ( Food Processing )
$40	Preview Subscribers	2000	Registration Rights Agreement Registration Rights Agreement (34K) Doc #445509: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT BY AND AMONG: INTERNATIONAL MENU SOLUTIONS CORPORATION, a corporation incorporated under the laws of the State of Nevada, (sometimes referred to herein as "IMSC" or the "Company"), OF THE FIRST PART, - and - SOUTHBRIDGE INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the " . . . 445509	IMS International Menu Solutions Corp. ( Food Processing )
$40	Preview Subscribers	2000	Right of First Refusal Agreement Right of First Refusal Agreement (13K) Doc #445471: Click preview link for longer preview. RIGHT OF FIRST REFUSAL AGREEMENT THIS AGREEMENT made the l5th day of April, 1999, BETWEEN: KATHERINE KAN, of the City of Vaughan, in the Regional Municipality of York (hereinafter called "Katherine"), ALRAE INVESTMENTS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called "Alrae") (Katherine and Alrae being hereinafter collectively called the "Vendors") . . . 445471	IMS International Menu Solutions Corp. ( Food Processing )

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