Ronnybrook Farm Dairy Inc – ‘SB-2’ on 2/26/98 – EX-10.5

As of:  Thursday, 2/26/98   ·   Accession #:  1005477-98-555   ·   File #:  333-46947

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        76    364K 
                          Issuer                                                 
 2: EX-1.1      Underwriting Agreement                                48    205K 
 3: EX-3.1      Restated Certificate of Incorpoation                   5     21K 
 4: EX-3.2      By-Laws of the Company                                 9     43K 
 5: EX-4.2      Warrant Agreement                                     21     74K 
 6: EX-5.1      Correspondence                                         1      9K 
 7: EX-10.1     Stock Option Plan                                      9     41K 
15: EX-10.10    Letter of Intent                                       1      8K 
 8: EX-10.2     Employment Agreement                                   6     22K 
 9: EX-10.3     Employment Agreement                                   6     22K 
10: EX-10.4     Employment Agreement                                   6     22K 
11: EX-10.5     Material Contract                                      2     11K 
12: EX-10.6     Lease Agreement                                        3     14K 
13: EX-10.8     Exclusive Output Agreement                             3     13K 
14: EX-10.9     Promissory Note                                        2     11K 
16: EX-11.1     Supplemental Net Loss Per Share Computation            1      8K 
17: EX-23.1     Consent of Independent Public Accountants              1      8K 

EX-10.5   —   Material Contract

EX-10.5
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 Ronnybrook Farm Dairy, Inc.
Ancramdale, New York

                                                               December 15, 1997

Mr. Kenneth Rothstein                                                           
229 Weaver Street                                                               
Apt. #7-D                                                                       
Greenwich, CT 06831                                                             

Dear Ken:                                                                       

   As you know, Ronnybrook Farm Dairy, Inc. ("Ronnybrook") is working with
National Securities Corporation, as its investment banker, toward concluding a  
minimum $4 million equity financing (the "Financing"). We anticipate that the   
Financing will close by April 1, 1998.                                          

Upon closing of the Financing or, at your election, within 30 days  
thereafter (the "Commencement Date"), you agree to join Ronnybrook and          
Ronnybrook agrees to hire you as a full-time employee. The following terms shall
be applicable to your employment:                                               

1.   The term of your employment shall be for a minimum of one year 
beginning on the Commencement Date.                                             

    2.   You will be employed as Vice President  - Marketing and will devote
your full time, energy and skill to you employment.                             

    3.   As compensation for your services, Ronnybrook will pay you a salary
at the rate of Seventy Thousand ($70,000.00) Dollars per annum.                 

EX-10.5
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Mr. Kenneth Rothstein                                                           
December 15, 1997                                                               

     4. As an employee of Ronnybrook, you shall be entitled to participate, to
the extent you qualify, in all retirement, profit-sharing, insurance (life,     
health, etc.), and other employee benefit plans which may be adopted by         
Ronnybrook.                                                                     

 5. Ronnybrook will reimburse you for all reasonable business expenses
incurred by you in the course of your employment. In addition, to facilitate    
your record keeping, Ronnybrook will provide you with a company credit card and 
cellular phone account.                                                         

               Very truly yours,

                         Ronnybrook Farm Dairy, Inc.

                               By: /s/ Ronald Osofsky, President
                                  ------------------------------
                             Ronald Osofsky, President

Accepted and Agreed:                                                            

/s/ Kenneth Rothstein                                                           
---------------------                                                           
Kenneth Rothstein                                                               

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
		4/1/98		1					None on these Dates
Filed on:		2/26/98
		12/15/97		1		2
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