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Preview Full Doc	2001	Master Carrier Agreement Master Carrier Agreement (294K) Doc #269849: Click preview link for longer preview. AT&T MASTER CARRIER AGREEMENT {TABLE} {S} {C} {C} CUSTOMER Name (Full Legal Name): AT&T Sales Representative: AT&T WIRELESS SERVICES, INC. AT&T Corp., RICK MILLER ("CUSTOMER") a New York corporation ("AT&T") CUSTOMER Name (and Title) for Notice: AT&T Name (and Title) for Notice: AT&T Contact Telephone Number: KURT MAAS, VICE PRESIDENT BARB PEDA, SENIOR VICE 206-545-8102 PRESIDENT - SERVICE PROVIDER MARKETS CUSTOMER Address: AT&T Address: Initial Deposit Amount Required: 16331 NE 72ND WAY 300 ATRIUM DRIVE NONE ROOM 3E083 City State Zip Code City State Zip Code REDMOND WA 98052 SOMERSET NJ 07023 CUSTOMER Fax number for Notice: AT&T Fax number for Notice: 425-580-8609 732-805-6212 {/TABLE} This Master Carrier Agreement shall be legally binding when signed by both parties and shall continue in effect until the end of the longest term specified in the Attachment(s), or until otherwise terminated as provided in accordance with this Agreement. The rates and commitments provided in the Attachments shall be effective as provided in each Attachment. This Master Carrier Agreement consists of this Cover Sheet, the attached General Terms and Conditions, and the Attachment(s) listed below (these documents together are collectively referred to as the "Agreement"). In the event of any inconsistency between these documents, precedence will be given to the documents in the following order: (1) this Cover Sheet; (2) Attachment(s); (3) the General Terms and Conditions. In the event of any inconsistency between the terms of this Agreement and the terms of an applicable Tariff, the terms of the Agreement shall prevail. {PAGE} 2 AT&T MASTER CARRIER AGREEMENT - COVER SHEET PAGE 2 OF 2 {TABLE} {CAPTION} TITLE DOC. ID DATE/TIME STAMP ----- ------- --------------- {S} {C} {C} GENERAL TERMS AND CONDITIONS MCA 000626A.doc 06/26/00 10:53 AM SUPPLEMENTAL TERMS AND CONDITIONS AWS STC001120.doc 11/20/00 10:47PM FORMER AFFILIATE WHOLESALE SERVICE TERMS AND AWS FAWSTP010502.doc 05/02/01 7:41 PM PRICING FORMER AFFILIATE WHOLESALE SERVICE DESCRIPTION FAWS SDA 001120.doc 11/20/00 9:06 PM AT&T LOCAL SERVICES - DEDICATED TRANSPORT SERVICES AWS DTSSTP010517.doc 05/17/01 5:08 PM TERMS AND PRICING AT&T PRIVATE LINE AND SATELLITE SERVICES TERMS AND AWS DSTP010517.doc 05/17/01 3:00 PM PRICING AT&T ATM SERVICE DESCRIPTION AWS ATMSDA010214.doc 02/27/2001 3:49PM AT&T ATM AND FRAME RELAY SERVICE TERMS AND PRICING AWS ATM- 05/17/01 3:02PM FRSTP010517.doc AT&T SDN AND 800 TERMS AND PRICING AWS 06/05/01 9:27 PM SDN800STP010605.doc TERM AND COMMITMENT ATTACHMENT AWS TCA010605.doc 06/05/01 3:26 PM AT&T LOCAL SERVICES - PRIME INTERCONNECT SERVICE AWS 8YYSTP010501.doc 05/17/01 6:05 PM TERMS AND PRICING ATTACHMENT AT&T TELECONFERENCE WEB MEETINIG SERVICES SERVICE AWS TELCON-WEBMEET 6/5/01 12:40 PM ORDER ATTACHMENT SOA 010605 AT&T MANAGED INTERNET SERVICES TERMS AND PRICING AWS MIS MCA STP010606 6/6/01 6:50 PM ATTACHMENT AT&T MANAGED INTERNET SERVICES ADDENDUM PRICING MIS-AWS-010606 6/6/01 7:49 PM SCHEDULE - APPENDIX A {/TABLE} -------------------------------------------------------------------------------- CUSTOMER'S SIGNATURE BELOW ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS AND AGREES TO EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT THE INDIVIDUAL SIGNING THIS AGREEMENT IS DULY AUTHORIZED TO DO SO. -------------------------------------------------------------------------------- AT&T WIRELESS SERVICES, INC. AT&T CORP. By: /s/ Gregory L. Slemons By: /s/ Barbara P. Peda -------------------------------- -------------------------------- (Authorized Customer Signature) (Authorized AT&T Signature) Gregory L. Slemons, Sr. VP Barbara P. Peda, Sr. Vice Pres. ------------------------------------ ----------------------------------- (Typed or Printed Name and Title) (Typed or Printed Name and Title) Date: 6-6-01 Date: 6-6-01 {PAGE} 3 Page 1 GENERAL TERMS AND CONDITIONS 1. PROVISION OF SERVICES. CUSTOMER hereby orders and AT&T hereby agrees to provide the AT&T services described in the Attachment(s) to this Agreement (the "Services"). AT&T is not responsible for the quality of transmission or signaling on CUSTOMER's side of the network interface between AT&T and CUSTOMER. Service is furnished subject to the availability of the service components required, and subject to operational and systems constraints. 2. BILLING AND PAYMENT FOR THE SERVICES. Except as may be provided in an Attachment, AT&T will send a single monthly bill for each of the Services to one location designated by CUSTOMER. CUSTOMER is liable for all amounts due to AT&T under this Agreement. Payment in U.S. currency is due within thirty days after the bill date, except as otherwise provided below with respect to Billing Disputes. 3. NON-PAYMENT. AT&T may add interest charges to any past due amounts at the lower of 12.0% per year or the maximum rate allowed by law. CUSTOMER shall reimburse AT&T for reasonable attorney's fees and any other costs associated with collecting delinquent or dishonored payments. Restrictive endorsements or other statements on checks accepted by AT&T will not apply. 4. BILLING DISPUTES. To dispute a charge on a bill, CUSTOMER must identify the specific charge in dispute and provide a full written explanation of the basis for the dispute using a standard AT&T billing dispute form within 90 days after the bill date. CUSTOMER may withhold payment of a charge subject to a good faith dispute provided: (a) CUSTOMER submits the billing dispute, using a standard AT&T billing dispute form, within thirty days after the bill date; (b) CUSTOMER pays the undisputed portion of all charges; and (c) CUSTOMER cooperates reasonably with AT&T's efforts to investigate and resolve the dispute. If AT&T determines a disputed charge was billed in error, AT&T shall issue a credit to reverse the amount incorrectly billed. If AT&T determines a disputed charge was billed correctly, payment shall be due from CUSTOMER within five days after AT&T advises CUSTOMER in writing that the dispute is denied. 5. DEPOSITS. Using its Deposit standards, AT&T has assessed and CUSTOMER shall pay the Initial Deposit amount specified on the Cover Sheet before Services are provided. AT&T may require CUSTOMER, during the term of this Agreement, to tender a deposit in an amount to be determined by AT&T in its reasonable discretion. AT&T will rely upon commercially reasonable factors to determine the need for and amount of any deposit. These factors may include, but are not limited to, payment history, number of years in business, history of service with AT&T, bankruptcy history, current account treatment status, financial statement analysis, and commercial credit bureau rating, as well as commitment levels and anticipated monthly charges. Any deposit will be held by AT&T as a guarantee for the payment of charges. A deposit does not relieve CUSTOMER of the responsibility for the prompt payment of bills. Interest (at the rate of 6% per year or such other rate as is applicable by law) will be paid to CUSTOMER for any period that a cash deposit is held by AT&T. 6. OBLIGATIONS REGARDING TAXES. CUSTOMER shall pay any applicable local, state and federal taxes, levied upon the sale, installation, use or provision of the Services, except to the extent customer provides a valid tax exemption certificate to AT&T prior to the delivery of Services. CUSTOMER shall not be required to pay any taxes assessed on AT&T's income. Gross Receipts Taxes will be charged to CUSTOMER in the same manner as that provided in AT&T Tariff F.C.C. No. 1, Section 2.5.14, as amended from time to time. 7. CUSTOMER IS A CARRIER. CUSTOMER certifies it is a "common carrier" as defined in the Communications Act of 1934 (see Sections 153(10) and 211), with all required state and federal operating authority. 8. RESPONSIBILITIES OF CUSTOMER. CUSTOMER is responsible for interfacing and communicating with its End Users, for placing any orders, and for assuring that it and any Intermediate Providers comply with the provisions of this Agreement and with all applicable federal and state laws and regulatory requirements with respect to the Services. CUSTOMER is responsible for arranging premises access at any reasonable time so that AT&T personnel may install, repair, maintain, inspect or remove service components. 9. SOFTWARE. AT&T grants CUSTOMER a personal, non-transferable and non-exclusive license (without the right to sublicense) to use, in object code form, all software and associated written and electronic documentation and data furnished pursuant to this Agreement (collectively, "Software"), solely in connection with the Services and solely in accordance with applicable written and electronic documentation. CUSTOMER will refrain from taking any steps to reverse assemble, reverse compile or otherwise derive a source code version of the Software. The Software shall at all times remain the sole and exclusive property of AT&T or its suppliers. "Third-Party Software" means Software that bears a copyright notice of a third party. "AT&T Software" means all Software other than Third-Party Software. CUSTOMER shall not copy or download the Software, except to the extent expressly provided otherwise in the applicable documentation for the Service or in a writing signed by AT&T. Any copy must contain the same copyright notices and proprietary markings as the original Software. CUSTOMER 269849	AT&T AT&T Corp. ( Communications Services ) As referenced in this Master Carrier Agreement: AT&T Corp – AT&T MASTER CARRIER AGREEMENT {TABLE} {S} {C} {C} CUSTOMER Name (Full Legal Name): AT&T Sales Representative: AT&T WIRELESS SERVICES, INC. AT&T Corp ., RICK MILLER ("CUSTOMER") a New York corporation ("AT&T") CUSTOMER Name (and Title) for Notice: AT&T Name (and Title) for Notice: _____________ AT&T CORP – AND CONDITIONS OF THIS AGREEMENT AND THAT THE INDIVIDUAL SIGNING THIS AGREEMENT IS DULY AUTHORIZED TO DO SO. -------------------------------------------------------------------------------- AT&T WIRELESS SERVICES, INC. AT&T CORP . By: /s/ Gregory L. Slemons By: /s/ Barbara P. Peda -------------------------------- -------------------------------- (Authorized Customer Signature) (Authorized AT&T Signature) Gregory L. Slemons, Sr. VP _____________ AT&T corp – indicia of origin, or any confusingly similar logos, trade dress, trade devices or indicia of origin. CUSTOMER will not conduct business under any AT&T corp orate or trade name, trademark, service mark, logo, trade dress, trade device, indicia of origin or other symbol that serves to identify and _____________ AT&T Corp – is an entity that (1) as of the date the Agreement is executed, is a wholly-owned subsidiary or an operating unit of AT&T Corp ., (2) is engaged in the provision of Telecommunications Service (as defined in the Communications Act of 1935, as amended), and (3) as _____________ AT&T CORP – AT&T TELECONFERENCING SERVICES SERVICE ORDER ATTACHMENT AT&T TELECONFERENCE WEB MEETING SERVICES SERVICE ORDER ATTACHMENT {TABLE} {S} {C} {C} ------------------------------------------------------------------------------------------------- CUSTOMER LEGAL NAME AT&T CORP . ("AT&T") AT&T SALES CONTACT INFORMATION ("CUSTOMER" OR "YOU") ------------------------------------------------------------------------------------------------- AT&T Wireless Services, Inc. AT&T Corp. Name: Rick Miller Telephone: _____________ dt 177679 ;	AT&T Wireless AT&T Wireless Services, Inc. ( Communications Services ) As referenced in this Master Carrier Agreement: AT&T WIRELESS SERVICES, – 10.7 [AT&T LOGO] AT&T MASTER CARRIER AGREEMENT {TABLE} {S} {C} {C} CUSTOMER Name (Full Legal Name): AT&T Sales Representative: AT&T WIRELESS SERVICES, INC. AT&T Corp., RICK MILLER ("CUSTOMER") a New York corporation ("AT&T") CUSTOMER Name (and Title) for Notice: AT&T Name ( _____________ AT&T WIRELESS SERVICES, – TO EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT THE INDIVIDUAL SIGNING THIS AGREEMENT IS DULY AUTHORIZED TO DO SO. -------------------------------------------------------------------------------- AT&T WIRELESS SERVICES, INC. AT&T CORP. By: /s/ Gregory L. Slemons By: /s/ Barbara P. Peda -------------------------------- -------------------------------- (Authorized Customer Signature) (Authorized AT&T Signature) Gregory _____________ AT&T Wireless Services, – Terms and Conditions {PAGE} 9 SUPPLEMENTAL TERMS AND CONDITIONS Page 1 of 9 SUPPLEMENTAL TERMS AND CONDITIONS ATTACHMENT CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc. Date of execution of Agreement: ___________________ (by CUSTOMER) ___________________ (by AT&T) ================================================================================ The General Terms and Conditions of the Agreement are _____________ AT&T Wireless Services, – 23, 1998. "Separation and Distribution Agreement" - the Separation and Distribution Agreement, dated as of June 4, 2001, by and between AT&T and AT&T Wireless Services, Inc. 12. A new Section 37S is added, as follows: 37S. THIRD PARTY CLAIMS. CUSTOMER shall ensure that, to the extent permitted _____________ AT&T Wireless Services, – Page 1 of 6 SERVICE TERMS AND PRICING AT&T FORMER AFFILIATE WHOLESALE SERVICE TERMS AND PRICING ATTACHMENT CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc. Date of execution of Agreement: _____________________ (by CUSTOMER) _____________________ (by AT&T) ================================================================================ 1. SERVICES PROVIDED. AT&T will provide the following _____________ dt 179899
Preview Full Doc	2002	Replacement Carrier Agreement Replacement Carrier Agreement (76K) Doc #964810: Click preview link for longer preview. <DESCRIPTION>OHIO CASUALTY CORP EXH 10.K TO FORM 10-K 12/31/2001 <TEXT> <PAGE> Exhibit 10.k ============================================================================== REPLACEMENT CARRIER AGREEMENT Among OHIO CASUALTY OF NEW JERSEY, INC. And PROFORMANCE INSURANCE COMPANY NATIONAL ATLANTIC HOLDINGS CORP. Dated: December 18, 2001 ============================================================================== <PAGE> TABLE OF CONTENTS . . . 964810	Ohio Casualty Ohio Casualty Corp. ( Property & Casualty Insurance ) As referenced in this Replacement Carrier Agreement: OHIO CASUALTY CORP – EX-10 4 exh10k.txt OHIO CASUALTY CORP EXH 10.K TO FORM 10-K 12/31/2001 Exhibit 10.k ============================================================================== REPLACEMENT CARRIER AGREEMENT Among OHIO CASUALTY OF NEW JERSEY, INC. And PROFORMANCE INSURANCE COMPANY NATIONAL _____________ dt 1849479 ;	Vorys Sater Vorys, Sater, Seymour and Pease LLP ( Legal ) As referenced in this Replacement Carrier Agreement: Vorys, – or (d) The satisfaction of all payment and funding obligations of OCNJ under Sections 3.1 and 3.2. 4. Closing. The Closing shall take place at the offices of Vorys, ------- Sater, Seymour and Pease LLP, Atrium Two, Suite 2100, 221 East Fourth Street, Cincinnati, Ohio 45201 (or at such other place as the parties may mutually agree), on the _____________ Vorys, – Casualty of New Jersey, Inc. 9450 Seward Road Fairfield, Ohio 45014 Attention: Debra K. Crane, Esq. Senior Vice President and General Counsel With a copy to: James A. Yano, Esq. Vorys, Sater, Seymour and Pease LLP 52 East Gay Street Columbus, Ohio 43215 If to PIC, to: Proformance Insurance Company 303 West Main Street Freehold, New Jersey 07728 Attention: James _____________ dt 1324162
Preview Full Doc	2004	Replacement Carrier Agreement Replacement Carrier Agreement (68K) Doc #1409208: Click preview link for longer preview. REPLACEMENT CARRIER AGREEMENT Among OHIO CASUALTY OF NEW JERSEY, INC. And PROFORMANCE INSURANCE COMPANY NATIONAL ATLANTIC HOLDINGS CORP. Dated: December 18, 2001 TABLE OF CONTENTS Title Page 1. Definitions 1 1.1 Block of Business 1 1.2 Business 1 . . . 1409208	National Atlantic Holdings National Atlantic Holdings Corp ;	Vorys Sater Vorys, Sater, Seymour and Pease LLP ( Legal ) As referenced in this Replacement Carrier Agreement: Vorys, – or (d) The satisfaction of all payment and funding obligations of OCNJ under Sections 3.1 and 3.2. 4. Closing. The Closing shall take place at the offices of Vorys, Sater, Seymour and Pease LLP, Atrium Two, Suite 2100, 221 East Fourth Street, Cincinnati, Ohio 45201 (or at such other place as the parties may mutually agree), on the _____________ Vorys, – Casualty of New Jersey, Inc. 9450 Seward Road Fairfield, Ohio 45014 Attention: Debra K. Crane, Esq. Senior Vice President and General Counsel With a copy to: James A. Yano, Esq. Vorys, Sater, Seymour and Pease LLP 52 East Gay Street Columbus, Ohio 43215 If to PIC, to: Proformance Insurance Company 303 West Main Street Freehold, New Jersey 07728 Attention: James _____________ dt 1324195
Preview Full Doc	2003	Grocery Carrier Agreement Grocery Carrier Agreement (38K) Doc #1641487: Click preview link for longer preview. GROCERY CARRIER AGREEMENT BETWEEN INTEGRATED BRANDS, INC. AND DREYER'S GRAND ICE CREAM, INC. DATED AS JULY 5, 2003 <PAGE> This GROCERY CARRIER AGREEMENT (this "Agreement"), dated as of July 5, 2003, 2003, is by and between Integrated Brands, Inc., a New Jersey corporation ("Integrated Brands"), and Dreyer's Grand Ice Cream, Inc., . . . 1641487	Dean Foods Dean Foods Co ; Dreyer's Dreyer's Grand Ice Cream, Inc. ( Food Processing ) As referenced in this Grocery Carrier Agreement: DREYER'S GRAND ICE CREAM, INC – and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The omitted portions are indicated by [**]. EXECUTION COPY GROCERY CARRIER AGREEMENT BETWEEN INTEGRATED BRANDS, INC. AND DREYER'S GRAND ICE CREAM, INC . DATED AS JULY 5, 2003 <PAGE> This GROCERY CARRIER AGREEMENT (this "Agreement"), dated as of July 5, 2003, 2003, is by and between Integrated Brands, Inc., a _____________ Dreyer's Grand Ice Cream, Inc – lt;PAGE> This GROCERY CARRIER AGREEMENT (this "Agreement"), dated as of July 5, 2003, 2003, is by and between Integrated Brands, Inc., a New Jersey corporation ("Integrated Brands"), and Dreyer's Grand Ice Cream, Inc ., a Delaware corporation ("Dreyer's"). WHEREAS, Dreyer's, Nestle Ice Cream Company, LLC, a Delaware limited liability company ("NICC"), New December, Inc., a Delaware corporation, and Integrated Brands have _____________ Dreyer's Grand Ice Cream, Inc – overnight express mail or guaranteed overnight courier service), as follows (or at such other address for a party as shall be specified by like notice): (i) If to Dreyer's: Dreyer's Grand Ice Cream, Inc . 5929 College Avenue Oakland, California 94618 Attn: General Counsel (ii) If to Nestle Holdings, Inc.: Nestle Holdings, Inc. c/o Nestle USA, Inc. 800 North Brand Boulevard Glendale, California _____________ DREYER'S GRAND ICE CREAM, INC – have caused this Agreement to be duly executed as of the date first written above. INTEGRATED BRANDS, INC. By: /s/ David J. Stein -------------------------------------- David J. Stein Co-Chief Executive Officer DREYER'S GRAND ICE CREAM, INC** . By: /s/ T. Gary Rogers -------------------------------------- T. Gary Rogers Chairman of the Board of Directors and Chief Executive Officer [Signature Page to Grocery Carrier Agreement] <PAGE> EXHIBIT A _____________ dt 1410566 ;	Integrated Brand Integrated Brands, Inc. ( Miscellany ) As referenced in this Grocery Carrier Agreement: INTEGRATED BRANDS, INC – separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The omitted portions are indicated by [**]. EXECUTION COPY GROCERY CARRIER AGREEMENT BETWEEN INTEGRATED BRANDS, INC . AND DREYER'S GRAND ICE CREAM, INC. DATED AS JULY 5, 2003 <PAGE> This GROCERY CARRIER AGREEMENT (this "Agreement"), dated as of July 5, 2003, 2003, is _____________ Integrated Brands, Inc – S GRAND ICE CREAM, INC. DATED AS JULY 5, 2003 <PAGE> This GROCERY CARRIER AGREEMENT (this "Agreement"), dated as of July 5, 2003, 2003, is by and between Integrated Brands, Inc ., a New Jersey corporation ("Integrated Brands"), and Dreyer's Grand Ice Cream, Inc., a Delaware corporation ("Dreyer's"). WHEREAS, Dreyer's, Nestle Ice Cream Company, LLC, a Delaware limited _____________ Integrated Brands inc – arising from such expiration or termination; (ii) Integrated Brands will not be deemed to be an authorized distributor of the Products; (iii) Dreyer's will promptly pay all amounts owing Integrated Brands inc luding any such amounts that might have previously become due at some future date because of deferred payment or credit agreements; and (iv) all unshipped orders will be canceled without _____________ Integrated Brands, Inc – copy to: Howrey, Simon, Arnold & White LLP 1299 Pennsylvania Avenue, N.W. Washington, DC 20004 Attn: Roxann E. Henry, Esq. -9- <PAGE> (iii) If to Integrated Brands: Integrated Brands, Inc . 4175 Veterans Highway Ronkonkoma, New York 11779 Attn: David J. Stein, Co-Chief Executive Officer with a copy to: Goodwin Procter LLP 599 Lexington Avenue New York, New York _____________ INTEGRATED BRANDS, INC – together one and the same document. -11- <PAGE> IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. INTEGRATED BRANDS, INC** . By: /s/ David J. Stein -------------------------------------- David J. Stein Co-Chief Executive Officer DREYER'S GRAND ICE CREAM, INC. By: /s/ T. Gary Rogers -------------------------------------- T. Gary Rogers Chairman of the _____________ dt 1543182 ; Howrey Simon Howrey Simon Arnold & White ( Legal ) As referenced in this Grocery Carrier Agreement: Howrey, Simon – General Counsel (ii) If to Nestle Holdings, Inc.: Nestle Holdings, Inc. c/o Nestle USA, Inc. 800 North Brand Boulevard Glendale, California 91203 Attn: General Counsel with a copy to: Howrey, Simon , Arnold & White LLP 1299 Pennsylvania Avenue, N.W. Washington, DC 20004 Attn: Roxann E. Henry, Esq. -9- <PAGE> (iii) If to Integrated Brands: Integrated Brands, Inc. _____________ dt 1477502
Preview Full Doc	2005	Grocery Carrier Agreement Grocery Carrier Agreement (35K) Doc #1641569: Click preview link for longer preview. GROCERY CARRIER AGREEMENT BETWEEN INTEGRATED BRANDS, INC. AND DREYER'S GRAND ICE CREAM, INC. DATED AS JULY 5, 2003 <PAGE> This GROCERY CARRIER AGREEMENT (this "Agreement"), dated as of July 5, 2003, 2003, is by and between Integrated Brands, Inc., a New Jersey corporation ("Integrated Brands"), and Dreyer's Grand Ice Cream, Inc., a . . . 1641569	Coolbrands International Coolbrands International Inc ; Dreyer's Dreyer's Grand Ice Cream, Inc. ( Food Processing ) As referenced in this Grocery Carrier Agreement: DREYER'S GRAND ICE CREAM, INC – gt;11 <FILENAME>ex99-10.txt <DESCRIPTION>EXHIBIT 99.10 <TEXT> <PAGE> EXECUTION COPY GROCERY CARRIER AGREEMENT BETWEEN INTEGRATED BRANDS, INC. AND DREYER'S GRAND ICE CREAM, INC . DATED AS JULY 5, 2003 <PAGE> This GROCERY CARRIER AGREEMENT (this "Agreement"), dated as of July 5, 2003, 2003, is by and between Integrated Brands, Inc., a _____________ Dreyer's Grand Ice Cream, Inc – lt;PAGE> This GROCERY CARRIER AGREEMENT (this "Agreement"), dated as of July 5, 2003, 2003, is by and between Integrated Brands, Inc., a New Jersey corporation ("Integrated Brands"), and Dreyer's Grand Ice Cream, Inc ., a Delaware corporation ("Dreyer's"). WHEREAS, Dreyer's, Nestle Ice Cream Company, LLC, a Delaware limited liability company ("NICC"), New December, Inc., a Delaware corporation, and Integrated Brands have _____________ Dreyer's Grand Ice Cream, Inc – overnight express mail or guaranteed overnight courier service), as follows (or at such other address for a party as shall be specified by like notice): (i) If to Dreyer's: Dreyer's Grand Ice Cream, Inc . 5929 College Avenue Oakland, California 94618 Attn: General Counsel (ii) If to Nestle Holdings, Inc.: Nestle Holdings, Inc. c/o Nestle USA, Inc. 800 North Brand Boulevard Glendale, California _____________ DREYER'S GRAND ICE CREAM, INC – have caused this Agreement to be duly executed as of the date first written above. INTEGRATED BRANDS, INC. By: /s/ David J. Stein -------------------------------------- David J. Stein Co-Chief Executive Officer DREYER'S GRAND ICE CREAM, INC . By: /s/ T. Gary Rogers -------------------------------------- T. Gary Rogers Chairman of the Board of Directors and Chief Executive Officer [Signature Page to Grocery Carrier Agreement] <PAGE> Exhibit A _____________ dt 1410572 ;	Integrated Brand Integrated Brands, Inc. ( Miscellany ) As referenced in this Grocery Carrier Agreement: INTEGRATED BRANDS, INC – EX-99 <SEQUENCE>11 <FILENAME>ex99-10.txt <DESCRIPTION>EXHIBIT 99.10 <TEXT> <PAGE> EXECUTION COPY GROCERY CARRIER AGREEMENT BETWEEN INTEGRATED BRANDS, INC . AND DREYER'S GRAND ICE CREAM, INC. DATED AS JULY 5, 2003 <PAGE> This GROCERY CARRIER AGREEMENT (this "Agreement"), dated as of July 5, 2003, 2003, is _____________ Integrated Brands, Inc – S GRAND ICE CREAM, INC. DATED AS JULY 5, 2003 <PAGE> This GROCERY CARRIER AGREEMENT (this "Agreement"), dated as of July 5, 2003, 2003, is by and between Integrated Brands, Inc ., a New Jersey corporation ("Integrated Brands"), and Dreyer's Grand Ice Cream, Inc., a Delaware corporation ("Dreyer's"). WHEREAS, Dreyer's, Nestle Ice Cream Company, LLC, a Delaware limited _____________ Integrated Brands inc – arising from such expiration or termination; (ii) Integrated Brands will not be deemed to be an authorized distributor of the Products; (iii) Dreyer's will promptly pay all amounts owing Integrated Brands inc luding any such amounts that might have previously become due at some future date because of deferred payment or credit agreements; and (iv) all unshipped orders will be canceled without _____________ Integrated Brands, Inc – copy to: Howrey, Simon, Arnold & White LLP 1299 Pennsylvania Avenue, N.W. Washington, DC 20004 Attn: Roxann E. Henry, Esq. -9- <PAGE> (iii) If to Integrated Brands: Integrated Brands, Inc . 4175 Veterans Highway Ronkonkoma, New York 11779 Attn: David J. Stein, Co-Chief Executive Officer with a copy to: Goodwin Procter LLP 599 Lexington Avenue New York, New York _____________ INTEGRATED BRANDS, INC – together one and the same document. -11- <PAGE> IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. INTEGRATED BRANDS, INC . By: /s/ David J. Stein -------------------------------------- David J. Stein Co-Chief Executive Officer DREYER'S GRAND ICE CREAM, INC. By: /s/ T. Gary Rogers -------------------------------------- T. Gary Rogers Chairman of the _____________ dt 1543186 ; Howrey Simon Howrey Simon Arnold & White ( Legal ) As referenced in this Grocery Carrier Agreement: Howrey, Simon – General Counsel (ii) If to Nestle Holdings, Inc.: Nestle Holdings, Inc. c/o Nestle USA, Inc. 800 North Brand Boulevard Glendale, California 91203 Attn: General Counsel with a copy to: Howrey, Simon , Arnold & White LLP 1299 Pennsylvania Avenue, N.W. Washington, DC 20004 Attn: Roxann E. Henry, Esq. -9- <PAGE> (iii) If to Integrated Brands: Integrated Brands, Inc. _____________ dt 1477503