Sample Business Contracts

Development Agreement [Addendum] - Starbucks Corp. and Host International Inc.

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effective as of the 3rd day of January, 1998 (the "Sandwich Program Effective
Date"), by and between Starbucks Corporation ("Starbucks") and Host
International, Inc. ("Licensee").


        WHEREAS, Starbucks and Licensee are parties to that certain development
agreement dated March 1994, as amended (the "Development Agreement"), which
includes as an exhibit a form of Starbucks System Licensing Agreement (the
"License Agreement"); and

        WHEREAS, the parties now desire to amend the Development Agreement to
reflect the parties' agreement and understanding concerning a "Starbucks
Specialty Sandwich Program" as discussed herein;

        NOW THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:

        1. APPROVAL OF THE SPECIALTY SANDWICH PROGRAM. Licensee has developed a
        specialty sandwich program to be offered at certain designated Licensed
        Locations (the "Specialty Sandwich Program"). Starbucks hereby approves
        such Specialty Sandwich Program subject to the terms of this Addendum.
        Licensee shall select the Licensed Locations where Licensee desires to
        implement the Starbucks Specialty Sandwich Program, but Starbucks
        retains the right to approve the Licensed Locations which will offer the
        Specialty Sandwich Program, and to approve the sandwich offerings of
        such Specialty Sandwich Program from time to time, such approval not to
        be unreasonably withheld, conditioned or delayed.

        2. ROYALTY TO STARBUCKS. Starbucks and Licensee hereby agree that the
        following shall apply to any Licensed Location where Starbucks has
        authorized and Host has implemented the Specialty Sandwich Program:

                a. PRIOR TO THE SANDWICH PROGRAM EFFECTIVE DATE (i.e., prior to
                1/3/98, which is the first day of Licensee's 1998 fiscal year),
                Licensee shall pay Starbucks the Royalty defined in Section 2.2
                of the License Agreement.

                b. AS OF THE SANDWICH PROGRAM EFFECTIVE DATE, Section 2.2 of the
                License Agreement shall be deemed to have been modified to
                provide for the following special categories of Royalty for
                Licensed Locations which offer the Specialty Sandwich Program,
                as follows:

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                        i. Licensee shall pay Starbucks a Royalty of two and
                        one-half percent (2.5%) of all Gross Revenues derived
                        from the sale of the aforementioned specialty

                        ii. Licensee shall also pay a Royalty of two and
                        one-half percent (2.5%) of all Gross Revenues derived
                        from the sale of bottled beverages from those Licensed
                        Locations where Licensee is offering the Specialty
                        Sandwich Program.

                        iii. The sales of "pastries" (which is deemed to refer
                        to all bakery items, including but not limited to
                        danish, bagels, scones, etc ...) shall be excluded from
                        the definition of Gross Revenues under Section 2.2 of
                        the License Agreement and therefore be exempt from
                        payment of the Royalty. Notwithstanding the foregoing,
                        however, the parties agree that Starbucks' proprietary
                        biscotti shall be subject to a Royalty of five percent
                        (5%) of such Gross Revenues derived from the
                        sale of such proprietary biscotti.

                INTERNATIONAL AIRPORT. The parties hereby expressly agree that
                the sales of specialty sandwiches and bottled beverages from
                Licensee's Hartsfield Atlanta International Airport Licensed
                Location, as well as Licensee's Chicago O'Hare International
                Airport Licensed Location, shall be subject to a Royalty,
                commencing on the Specialty Sandwich Program Effective Date, of
                two and one-half percent (2.5%) of Gross Revenues from such
                Specialty Sandwiches and bottled beverages, as discussed above.
                Prior to the Specialty Sandwich Program Effective Date, however,
                Licensee shall pay the Royalty to Starbucks in the fashion paid
                during the previous year (i.e. five percent Royalty on such
                Gross Revenues at Hartsfield Atlanta International Airport and
                no Royalty from such sales at Chicago O'Hare International

        3. ENTIRE AGREEMENT. Except as modified hereby, the Development
        Agreement remains in full force and effect.

                                       HOST INTERNATIONAL, INC.

                                       By: /s/ [Signature Illegible]
                                       Its: Vice President

                                       STARBUCKS CORPORATION

                                       By: /s/ A.B. CRAIG
                                       Its: Sr. V.P. Operations