Grist Mill Co Watch

from SC 13D ~10 pages Stockholder Agreement Dated March 10, 1998

from SC 13D >50 pages Agreement & Plan of Merger Dated March 10, 1998

from 10-K405 1 page Material contract

from S-8 1 page Amendment No. 6 to the Grist Mill Co. Non-Qualified Stock Option Plan This Amendment No. 6 to the Grist Mill Co. Non-Qualified Stock Option Plan, Dated as of November 1, 1986, Is Made by Grist Mill Co., a Delaware Corporation (The "Company"). Whereas, the Grist Mill Co. Non-Qualified Stock Option Plan (The "Plan") Was Adopted by the Company Board of Directors on November 1, 1986. Whereas, the Company's Board of Directors on September 26, 1995 Approved an Amendment to the Plan Providing for an Increase in the Number of Shares Which May Be Awarded Thereunder From 1,700,000 to 2,500,000 Shares. Whereas, the Provisions of the Tax Reform Act of 1986 Permit Amendments to Plans for Options, Including the Plan, Which Amendments Are Favorable to Grantees Under the Plans. Whereas, the Plan Is Expiring on November 1, 1996, and the Company Wishes to Extend the Expiration Date. Now, Therefore, in Consideration of the Foregoing and in Order to Reflect the Approval of the Board of Directors of the Company: 1. the First Sentence of Paragraph 2 of the Plan Is Hereby Amended in Its Entirety to Read: "There Will Be Reserved for Issue Upon the Exercise of Options Granted Under the Plan of 2,500,000 Shares of the Corporation's Common Stock $0.10 Par Value, Subject to Adjustment as Provided in Paragraph 7, Which May Be Unissued Shares or Reacquired Shares." 2. the Second Sentence of Paragraph 9 of the Plan Is Hereby Amended in Its Entirety to Read as Follows: "The Plan, Unless Sooner Terminated, Shall Terminate on November 1, 2001." 3. Except as Expressly Amended and Supplemented by This Amendment, the Plan Is Hereby Ratified and Confirmed in All Respects. in Witness Whereof, the Company Has Caused Its President and Secretary to Execute This Amendment No. 6 to the Plan as of the 26th Day of September, 1995. Grist Mill Co. By: /S/ Glen Bolander, President Glen Bolander, President Attest: /S/ Charles H. Perlman - Charles H. Perlman, Assistant Secretary

from S-8 1 page Amendment No. 5 to the Grist Mill Co. Non-Qualified Stock Option Plan This Amendment No. 5 to the Grist Mill Co. Non-Qualified Stock Option Plan, Dated as of November 1, 1986, Is Made by Grist Mill Co., a Delaware Corporation (The "Company"). Whereas, the Grist Mill Co. Non-Qualified Stock Option Plan (The "Plan") Was Adopted by the Company Board of Directors on November 1, 1986. Whereas, the Company's Board of Directors on October 12, 1993 Approved an Amendment to the Plan Providing for an Increase in the Number of Shares Which May Be Awarded Thereunder From 1,350,000 to 1,700,000 Shares. Whereas, the Provisions of the Tax Reform Act of 1986 Permit Amendments to Plans for Options, Including the Plan, Which Amendments Are Favorable to Grantees Under the Plans; and Now, Therefore, in Consideration of the Foregoing and in Order to Reflect the Approval of the Board of Directors of the Company: 1. the First Sentence of Paragraph 2 of the Plan Is Hereby Amended in Its Entirety to Read: "There Will Be Reserved for Issue Upon the Exercise of Options Granted Under the Plan of 1,700,000 Shares of the Corporation's Common Stock $0.10 Par Value, Subject to Adjustment as Provided in Paragraph 7, Which May Be Unissued Shares or Reacquired Shares." 2. Except as Expressly Amended and Supplemented by This Amendment, the Plan Is Hereby Ratified and Confirmed in All Respects. in Witness Whereof, the Company Has Caused Its President and Secretary to Execute This Amendment No. 5 to the Plan as of the 12th Day of October, 1993. Grist Mill Co. By: /S/ Glen Bolander Glen Bolander, President Attest: /S/ Charles H. Perlman - Charles H. Perlman, Assistant Secretary

from S-8 1 page Amendment No. 4 to the Grist Mill Co. Non-Qualified Stock Option Plan This Amendment No. 4 to the Grist Mill Co. Non-Qualified Stock Option Plan, Dated as of November 1, 1986, Is Made by Grist Mill Co., a Delaware Corporation (The "Company"). Whereas, the Grist Mill Co. Non-Qualified Stock Option Plan (The "Plan") Was Adopted by the Company Board of Directors on November 1, 1986. Whereas, the Company's Board of Directors on August 26, 1991 Approved an Amendment to the Plan Providing for an Increase in the Number of Shares Which May Be Awarded Thereunder From 800,000 to 900,000 Shares. Whereas, the Provisions of the Tax Reform Act of 1986 Permit Amendments to Plans for Options, Including the Plan, Which Amendments Are Favorable to Grantees Under the Plans; and Now, Therefore, in Consideration of the Foregoing and in Order to Reflect the Approval of the Board of Directors of the Company: 1. the First Sentence of Paragraph 2 of the Plan Is Hereby Amended in Its Entirety to Read: "There Will Be Reserved for Issue Upon the Exercise of Options Granted Under the Plan of 900,000 Shares of the Corporation's Common Stock $0.10 Par Value, Subject to Adjustment as Provided in Paragraph 7, Which May Be Unissued Shares or Reacquired Shares. 2. Except as Expressly Amended and Supplemented by This Amendment, the Plan Is Hereby Ratified and Confirmed in All Respects. in Witness Whereof, the Company Has Caused Its President and Secretary to Execute This Amendment No. 4 to the Plan as of the 26th Day of August, 1991. Grist Mill Co. By: /S/ Ronald K. Zuckerman Ronald K. Zuckerman, President Attest: /S/ Charles H. Perlman - Charles H. Perlman, Secretary

from 10-Q 1 page Material contract

from 10-K ~10 pages Material contract