Exhibit 10.6 CONSULTING AGREEMENT THIS AGREEMENT dated as of March , 1998 by and between AMBASSADOR EYEWEAR GROUP, INC., a Delaware corporation, with its principal offices located at 3600 Marshall Lane, Bensalem, Pennsylvania 19020 (the "Company"),...Consulting Agreement • March 18th, 1998 • Ambassador Eyewear Group Inc • Wholesale-professional & commercial equipment & supplies • Pennsylvania
FORM OFStock Option Agreement • February 17th, 1998 • Diplomat Ambassador Inc • Wholesale-professional & commercial equipment & supplies • Delaware
JUNE 7, 1996Loan Agreement • July 15th, 1997 • Diplomat Ambassador Inc • Pennsylvania
Exhibit 1.1 Underwriting Agreement Dated: [EFFECTIVE DATE] H.J. Meyers & Co., Inc. As Representative of the Underwriters Named in Schedule I Hereto 1895 Mt. Hope Avenue Rochester, New York 14620 Ladies and Gentlemen: Ambassador Eyewear Group, Inc., a...Underwriting Agreement • February 4th, 1998 • Diplomat Ambassador Inc • Wholesale-professional & commercial equipment & supplies • New York
FORM OFStock Option Agreement • February 17th, 1998 • Diplomat Ambassador Inc • Wholesale-professional & commercial equipment & supplies • Delaware
Exhibit 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT dated as of March , 1998 by and between AMBASSADOR EYEWEAR GROUP, INC. ,a Delaware corporation, with its principal offices located at 3600 Marshall Lane, Bensalem, Pennsylvania 19020 (the "Company"),...Employment Agreement • March 18th, 1998 • Ambassador Eyewear Group Inc • Wholesale-professional & commercial equipment & supplies • Pennsylvania
EXHIBIT 10.8 EMPLOYMENT AGREEMENT AGREEMENT, made as of the 27th day of February, 1997, by and between DIPLOMAT AMBASSADOR, INC., a Delaware corporation with offices at 1010 Arch Street, Philadelphia, Pennsylvania 19107 ("Employer"), and EDWARD KAUZ,...Employment Agreement • July 15th, 1997 • Diplomat Ambassador Inc • New Jersey
EXHIBIT 10.18 SECOND RIDER TO SUBORDINATION AGREEMENT This Second Rider to Subordination Agreement (this "Rider") dated February 25, 1997 amends and modifies that certain Subordination Agreement dated as of June 7, 1996 among CoreStates Bank, N.A....Subordination Agreement • July 15th, 1997 • Diplomat Ambassador Inc
Exhibit 10.27 AGREEMENT dated as of April 1, 1994 between KENNETH JAY LANE, INC., a New York corporation with offices at 20 West 37th Street, New York, New York (hereinafter referred to as "Licensor"), and WINDSOR OPTICAL, INC., a Delaware corporation...Licensing Agreement • February 17th, 1998 • Diplomat Ambassador Inc • Wholesale-professional & commercial equipment & supplies • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 1997 • Diplomat Ambassador Inc • New Jersey
BACKGROUNDLoan Agreement • July 15th, 1997 • Diplomat Ambassador Inc • Pennsylvania
LANDLORD'S ADDRESS: c/o The Flynn Company 1621 Wood Street Philadelphia, PA 19103 TENANT: AMBASSADOR EYEWEAR GROUPLease Agreement • November 17th, 1997 • Diplomat Ambassador Inc • Wholesale-professional & commercial equipment & supplies
Exhibit 10.29 LICENSE AGREEMENT THIS AGREEMENT made this 1st day of January, 1993 by and between JONES INVESTMENT CO., INC. ("Jones"), a Delaware corporation, and DIPLOMAT-AMBASSADOR EYEWEAR GROUP ("Licensee") a Pennsylvania corporation. W I T N E S S...License Agreement • February 17th, 1998 • Diplomat Ambassador Inc • Wholesale-professional & commercial equipment & supplies • New York
EXHIBIT 10.11 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made this 9th day of May, 1995 by and between Diplomat Ambassador, Inc., a Delaware corporation, with its principal office at 4211 Van Kirk Street, Philadelphia,...Consulting Agreement • July 15th, 1997 • Diplomat Ambassador Inc
EXHIBIT 10.10 CONSULTING AGREEMENT AGREEMENT, made as of the 26th day of June, 1996, by and between DIPLOMAT AMBASSADOR INC., a Delaware corporation with offices at 1010 Arch Street, Philadelphia, Pennsylvania 19107 ("Diplomat"), and JAY KITNICK, an...Consulting Agreement • July 15th, 1997 • Diplomat Ambassador Inc • New Jersey
Exhibit 10.29 LICENSE AGREEMENT THIS AGREEMENT made this 1st day of January, 1993 by and between JONES INVESTMENT CO., INC. ("Jones"), a Delaware corporation, and DIPLOMAT-AMBASSADOR EYEWEAR GROUP ("Licensee") a Pennsylvania corporation. W I T N E S S...License Agreement • July 15th, 1997 • Diplomat Ambassador Inc • New York
Exhibit 10.28 ENDORSEMENT AGREEMENT This Endorsement Agreement ("Agreement") is made and entered into as of August 24, 1995, by and among the following parties: (a) Kathy Ireland, Inc. ("KI Inc."), furnishing the services of Kathy Ireland ("KI"), c/o...Endorsement Agreement • February 17th, 1998 • Diplomat Ambassador Inc • Wholesale-professional & commercial equipment & supplies • California
BACKGROUNDAgreement of Sale • March 18th, 1998 • Ambassador Eyewear Group Inc • Wholesale-professional & commercial equipment & supplies • Pennsylvania
Exhibit 10.42 Financial Consulting Agreement This Agreement is made on [Closing Date], by and between Ambassador Eyewear Group, Inc., a Delaware corporation having its principal office at 360 Marshall Lane, Bensalem, Pennsylvania 19020 (the...Financial Consulting Agreement • February 17th, 1998 • Diplomat Ambassador Inc • Wholesale-professional & commercial equipment & supplies • New York
Exhibit 10.45 THIS NOTE, AND THE INDEBTEDNESS EVIDENCED HEREBY, IS SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT IN THE MANNER AND TO THE EXTENT SET FORTH IN THE INTERCREDITOR SUBORDINATION AGREEMENT (THE "SUBORDINATION AGREEMENT") DATED AS OF JUNE 7,...Convertible Demand Note • March 18th, 1998 • Ambassador Eyewear Group Inc • Wholesale-professional & commercial equipment & supplies • Pennsylvania
Exhibit 10.30 SUPPLY AGREEMENT This Supply Agreement (the "Agreement") is entered into this 18 day of November, 1996, (the "Effective Date") by and between Styl-Rite Optical Mfg. Co., Inc., a Florida corporation ("Styl-Rite") and Diplomat-Ambassador,...Supply Agreement • February 17th, 1998 • Diplomat Ambassador Inc • Wholesale-professional & commercial equipment & supplies • New York
LICENSE RENEWAL AGREEMENT ------------------------- AGREEMENT dated as of this 22nd day of September, 1997 between KENNETH JAY LANE, INC. ("Licensor"), a New York corporation with offices at 20 West 37th Street, New York, New York 10018 and DIPLOMAT...License Renewal Agreement • November 17th, 1997 • Diplomat Ambassador Inc • Wholesale-professional & commercial equipment & supplies
BACKGROUNDCollateral Sale Agreement • July 15th, 1997 • Diplomat Ambassador Inc • New Jersey
Exhibit 10.48 March __, 1998 Ambassador Eyewear Group, Inc. 3600 Marshall Lane Bensalem, Pennsylvania 19020 RE: Agreement to Rent ----------------- Ladies and Gentlemen: Reference is hereby made to the Agreement of Sale (the "Agreement") dated July...Lease Agreement • March 18th, 1998 • Ambassador Eyewear Group Inc • Wholesale-professional & commercial equipment & supplies
Reference is hereby made to the Agreement of Sale (the "Agreement") dated July 10, 1997 between us and 3600 Meadow Lane Partnership. Subject to the terms and conditions of the Agreement, we have obtained an option to purchase the property located at 3600 Marshall Lane, Bensalem, Pennsylvania (the "Property") for a purchase price of $2,465,540.
WITNESSETH:Licensing Agreement • February 17th, 1998 • Diplomat Ambassador Inc • Wholesale-professional & commercial equipment & supplies • New York
EXHIBIT 10.1 ASSET SALE AGREEMENT AGREEMENT made this 26th day of June, 1996, by and among DIPLOMAT AMBASSADOR, INC., a Delaware corporation with offices at 1010 Arch Street, 3rd Floor, Philadelphia, Pennsylvania 19107-3015 ("Purchaser"), WINDSOR...Asset Sale Agreement • July 15th, 1997 • Diplomat Ambassador Inc • New Jersey
DEMAND NOTEDemand Note • July 15th, 1997 • Diplomat Ambassador Inc
The undersigned hereby promises to pay to the order of CoreStates Bank, N.A. ("Lender") the principal sum of TWELVE MILLION DOLLARS ($12,000,000), or, if less, the unpaid balance of the Demand Line (as such term is defined in the Loan Agreement hereinafter mentioned), ON DEMAND and at such other times as set forth in the Loan Agreement, together with interest at the rates and times provided in the Loan Agreement.
EXHIBIT 10.2 POSSESSION AGREEMENT THIS AGREEMENT made this 26th day of February, 1997 by and among SUMMIT BANK (successor by merger of United Jersey Bank and Summit Bank), a banking corporation organized and existing under the laws of the State of New...Possession Agreement • July 15th, 1997 • Diplomat Ambassador Inc • New Jersey
EXHIBIT 10.9 Diplomat Ambassador, Inc. 1010 Arch Street, 3rd Floor Philadelphia, Pennsylvania 19107 February 27, 1997 Mr. Edward Kauz 21 Wigwam Road Locust, New Jersey 07760 Dear Mr. Kauz: Supplementing the Employment Agreement between us dated...Employment Agreement • July 15th, 1997 • Diplomat Ambassador Inc
SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement is made as of this 1st day of April, 1998, by and between Diplomat Ambassador, Inc. ("Diplomat") and 1010 Arch Street Partners ("Partners"). WHEREAS, Diplomat and Partners are,...Settlement Agreement • July 10th, 1998 • Ambassador Eyewear Group Inc • Wholesale-professional & commercial equipment & supplies • Pennsylvania
EXHIBIT 10.33 AGREEMENT OF MANAGEMENT AND SHAREHOLDERSManagement and Shareholders Agreement • February 4th, 1998 • Diplomat Ambassador Inc • Wholesale-professional & commercial equipment & supplies • New York
