AMENDED AND RESTATED LOCK-UP AGREEMENT

                                                                                                                        Exhibit 10.3

This AMENDED AND RESTATED LOCK-UP AGREEMENT (this “ Agreement ”), is entered into and effective as of December 29, 2006, by and among New World Brands, Inc., a Delaware corporation (the “ Company ”), Qualmax, Inc., a Delaware corporation (“ Qualmax ”), M. David Kamrat, an individual (“ D. Kamrat ”), Jane Kamrat, an individual (“ J. Kamrat ”), Noah Kamrat, an individual (“ N. Kamrat ”), Tracy Habecker, an individual (“ T. Habecker ” and together with D. Kamrat, J. Kamrat and N. Kamrat the “ Kamrat Family ”, and together with the Kamrat Family and Qualmax, the “ Qualmax Holders ”), Dr. Selvin Passen, an individual (“ Dr. Passen ”), Oregon Spirit, LLC, a Nevada limited liability company (“ Oregon Spirit ”), P&S Spirit, LLC, a Nevada limited liability company (“ P&S ” and together with Dr. Passen and Oregon Spirit, the “ P&S Holders ”).

In connection with the execution and delivery of a Subscription Agreement as amended and restated effective December 29, 2006 by and between the Company, P&S, and D. Kamrat and N. Kamrat (the “ Subscription Agreement ”), the parties hereto entered into a Lock-Up Agreement dated as of December 29, 2006 (the “ Original Lock-Up Agreement ”). In connection with the amendment and restatement of the Subscription Agreement, the parties now desire to amend and restate the Original Lock-Up Agreement in its entirety, as provided herein.

As of the date hereof, the Qualmax Holders own, or have the right to purchase or acquire, shares of common stock, par $0.01 per share (the “ Common Stock ”) of the Company and/or shares of Series A Convertible Preferred Stock, par value $0.01 per share (the “ Series A Stock ”) of the Company, in the amounts set forth opposite each Qualmax Holder’s name on Schedule A hereto (such shares, the “ Qualmax Shares ”).

As of the date hereof, the P&S Holders own, or have the right to purchase or acquire, shares of Common Stock and/or shares of Series A Stock, in the amounts set forth opposite each P&S Holders’ name on Schedule B hereto (such shares, the “ P&S Shares ”).

The Company and P&S are parties to an Amended and Restated Stock Subscription Agreement of even date herewith (the “Restated Subscription Agreement ”), pursuant to which the Company has agreed to sell to P&S, and P&S has agreed to purchase from the Company, up to a total of 18.600756 shares of Series A Stock, which shares of Series A Stock are convertible into a total of 55,555,556 shares of Common Stock, as well as warrants to purchase additional shares of Series A Stock (or Common Stock).

As a condition to the execution and delivery of the New Subscription Agreement and the consummation of the transactions contemplated thereby at the Tranche A Closing (as defined therein), the parties hereto desire to enter into this Agreement to amend and restated the Original Lock-Up Agreement in its entirety and to set forth certain agreements and arrangements among them with respect to the disposition of the Qualmax Shares and the P&S Shares from and after the date hereof.

NOW, THEREFORE, for good and valuable consideration, including the mutual promises and agreements herein made, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:1.   Definitions . Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings assigned to such terms in this Section 1 . Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings assigned to such terms in the Restated Subscription Agreement, which definitions are hereby incorporated by reference.

“ Affiliate ” means, with respect to a specified Person, any other Person which controls, is controlled by or is under common control with such specified Person. For purposes of the definition of Affiliate, the term “control” (including the terms “controls”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and for the avoidance of doubt, shall include an executive officer, member, manager or director of a Person.

“ Company Shares ” means the Qualmax Shares and the P&S Shares owned on the date hereof, and includes any shares of capital stock of the Company acquired, directly or indirectly, by any Restricted Stockholder from and after the date hereof, whether in a private transaction (with the Company or any other Person), upon the exercise of any Derivative Securities or pursuant to any block sale; provided that Company Shares shall not include: (1) 9,750,000 shares of Common Stock owned by Selvin and Sylvia Passen, TBTE; (2) the 500,000 shares of the Company’s common stock recently acquired, or in the process of being acquired, by Dr. Selvin Passen or his affiliates, from William Kedersha and from Costas Ataliotis; or (3) any shares of Common Stock acquired by any Qualmax Holder and/or P&S Holder in any open market purchase.

“ Derivative Securities ” means options or warrants to purchase Company Shares, or any securities convertible into, exchangeable for or that represent the right to receive Company Shares, owned on the date hereof, and includes any options or warrants to purchase Company Shares, or any securities convertible into, exchangeable for or that represent the right to receive Company Shares acquired, directly or indirectly, by any Restricted Stockholder from and after the date hereof, whether in a private transaction (with the Company or any other Person) or pursuant to any block sale.

“ Family Member ” means, with respect to any Restricted Stockholder who is a natural person, all the lineal descendants and ascendants in direct line of such Restricted Stockholder and the siblings of such Restricted Stockholder and their lineal descendants and a husband or wife or widower or widow of any of the above Persons and for the purposes aforesaid a step child or adopted child or illegitimate child of any Person shall be deemed to be a lineal descendant.

“ Family Trusts ” means, with respect to any Restricted Stockholder who is a natural person who holds Company Shares and/or Derivative Securities, trusts under which no substantial beneficial interest in any of the Company Shares and/or Derivative Securities held by such trust is vested in any Person other than such Restricted Stockholder and/or Family Members of such Restricted Stockholder. For purposes of this definition, a Person shall be considered “beneficially interested” in Company Shares and/or Derivative Securities if such share or any income related thereto is transferred or paid or applied or appointed to or for the benefit of such Person, or any voting or other rights attaching thereto are exercisable by or as directed by such Person pursuant to the terms of such trust or as the result of an exercise of a power or discretion conferred by such terms on any Person or Persons.

“ Permitted Transferee ” means: (a) in the case of any Qualmax Holder, any other Qualmax Holder; (b) in the case of any P&S Holder, any other P&S Holder; and (c) in the case of any Restricted Stockholder, a Family Trust, but solely f