EXHIBIT 10.28 EUROSTAR PERFUMES, INC. ----------------------- American Star Division ---------------------- INTER-OFFICE MEMORANDUM ----------------------- TO: Mr. Paul Kimmel DATE: June 5, 1995 c/c Mr. Viren Sheth FROM: Ricardo A. Bunge REF: Contract...Employment Agreement • December 11th, 1995 • Tristar Corp • Wholesale-drugs, proprietaries & druggists' sundries • Texas
Contract Type FiledDecember 11th, 1995 Company Industry Jurisdiction
AGREEMENTAgreement • September 15th, 1995 • Tristar Corp • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledSeptember 15th, 1995 Company Industry
EXHIBIT 10.23 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "EMPLOYMENT AGREEMENT") effective the 21st day of September, 2000 (the "EFFECTIVE DATE"), by and between Tristar Corporation, a Delaware corporation ("EMPLOYER"),...Executive Employment Agreement • November 29th, 2000 • Tristar Corp • Perfumes, cosmetics & other toilet preparations • Texas
Contract Type FiledNovember 29th, 2000 Company Industry Jurisdiction
RECITALSNon-Qualified Stock Option Agreement • February 16th, 2000 • Tristar Corp • Perfumes, cosmetics & other toilet preparations
Contract Type FiledFebruary 16th, 2000 Company Industry
2- 3 judgment, or appeal; and Fremont's reasonable attorneys' fees and expenses incurred in advising, structuring, drafting, reviewing, administering, amending, terminating, enforcing, defending, or otherwise representing Fremont concerning the Loan...Loan and Security Agreement • December 11th, 1995 • Tristar Corp • Wholesale-drugs, proprietaries & druggists' sundries • Georgia
Contract Type FiledDecember 11th, 1995 Company Industry Jurisdiction
ARTICLE 1 DUTIESEmployment Agreement • November 30th, 1999 • Tristar Corp • Perfumes, cosmetics & other toilet preparations • Delaware
Contract Type FiledNovember 30th, 1999 Company Industry Jurisdiction
EXHIBIT 4.3 LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT dated as of the Grant Date (the "Grant Date") set forth on Schedule I hereto, between TRISTAR CORPORATION, a Delaware corporation (the "Company"), and the employee of...Stock Option Agreement • February 16th, 2000 • Tristar Corp • Perfumes, cosmetics & other toilet preparations • Delaware
Contract Type FiledFebruary 16th, 2000 Company Industry Jurisdiction
1 STOCK OPTION AGREEMENT OF TRISTAR CORPORATIONStock Option Agreement • December 16th, 1996 • Tristar Corp • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledDecember 16th, 1996 Company Industry
STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 29, 1998 BY AND AMONG TRISTAR CORPORATION AND TRANSVIT HOLDING CORPORATION COVERING THE PURCHASE OF ALL OF THE CORPORATE CAPITAL OF TRISTAR DE MEXICO, S.A. DE C.V.Stock Purchase Agreement • March 25th, 1999 • Tristar Corp • Perfumes, cosmetics & other toilet preparations • Texas
Contract Type FiledMarch 25th, 1999 Company Industry Jurisdiction
EXHIBIT 10.44 TRADEMARK LICENSE AGREEMENT THIS AGREEMENT is effective as of September 3, 1998 (hereinafter the "EFFECTIVE DATE") by and between: S & J Perfume Company, (hereinafter referred to as "LICENSOR"), and Tristar Corporation, a Delaware...Trademark License Agreement • December 7th, 1998 • Tristar Corp • Perfumes, cosmetics & other toilet preparations • Texas
Contract Type FiledDecember 7th, 1998 Company Industry Jurisdiction
1 EXHIBIT 10.38 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the "Employment Agreement") is made and entered into this 26th day of November, 1997, by and between TRISTAR CORPORATION, a Delaware corporation ("Employer") and...Executive Employment Agreement • December 19th, 1997 • Tristar Corp • Wholesale-drugs, proprietaries & druggists' sundries • Texas
Contract Type FiledDecember 19th, 1997 Company Industry Jurisdiction
RECITALSCommon Stock Purchase • September 15th, 1995 • Tristar Corp • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledSeptember 15th, 1995 Company Industry
EXHIBIT 10.40 STOCK PURCHASE AGREEMENT DATED MAY 30, 1998Stock Purchase Agreement • December 7th, 1998 • Tristar Corp • Perfumes, cosmetics & other toilet preparations • Texas
Contract Type FiledDecember 7th, 1998 Company Industry Jurisdiction
1 EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 15th, 1995 • Tristar Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Contract Type FiledSeptember 15th, 1995 Company Industry Jurisdiction
THIRD AMENDMENT TO CONSOLIDATED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 21st, 1997 • Tristar Corp • Wholesale-drugs, proprietaries & druggists' sundries • Georgia
Contract Type FiledApril 21st, 1997 Company Industry Jurisdiction
1 EXHIBIT 10.36 THIRD AMENDMENT TO CONSOLIDATED AND RESTATED LOAN AND SECURITY AGREEMENT This FOURTH AMENDMENT TO CONSOLIDATED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of June 25, 1997, by and between FREMONT FINANCIAL...Loan and Security Agreement • July 15th, 1997 • Tristar Corp • Wholesale-drugs, proprietaries & druggists' sundries • Georgia
Contract Type FiledJuly 15th, 1997 Company Industry Jurisdiction
EXHIBIT 10.45 VOTING AND SHAREHOLDERS AGREEMENT VOTING AND SHAREHOLDERS AGREEMENT dated as of September 3, 1998 by and between PIONEER VENTURES ASSOCIATES LIMITED PARTNERSHIP, having an office at 651 Day Hill Road, Windsor, Connecticut 06095 (the...Voting and Shareholders Agreement • December 7th, 1998 • Tristar Corp • Perfumes, cosmetics & other toilet preparations • Delaware
Contract Type FiledDecember 7th, 1998 Company Industry Jurisdiction
RECITALSNon-Qualified Stock Option Agreement • February 16th, 2000 • Tristar Corp • Perfumes, cosmetics & other toilet preparations
Contract Type FiledFebruary 16th, 2000 Company Industry
RECITALSNon-Qualified Stock Option Agreement • February 16th, 2000 • Tristar Corp • Perfumes, cosmetics & other toilet preparations
Contract Type FiledFebruary 16th, 2000 Company Industry
1 EXHIBIT 10.1 REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTTristar Corp • January 20th, 1998 • Wholesale-drugs, proprietaries & druggists' sundries • New York
Company FiledJanuary 20th, 1998 Industry Jurisdiction
CONSOLIDATED AND RESTATED LOAN AND SECURITY AGREEMENT This CONSOLIDATED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of December 29, 1995, but effective January 1, 1996, between FREMONT FINANCIAL CORPORATION, a California corporation...Consolidated And • January 22nd, 1996 • Tristar Corp • Wholesale-drugs, proprietaries & druggists' sundries • Georgia
Contract Type FiledJanuary 22nd, 1996 Company Industry Jurisdiction
TRISTAR CORPORATION STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT Under the terms and conditions of the Amended and Restated Stock Option Plan (the "Plan") of TRISTAR CORPORATION (the "Company"), a copy of which is attached hereto and...Option Plan Incentive Stock Option Agreement • April 21st, 1997 • Tristar Corp • Wholesale-drugs, proprietaries & druggists' sundries
Contract Type FiledApril 21st, 1997 Company Industry
1 EXHIBIT 10.26 LINE OF CREDIT PROMISSORY NOTE $9,000,000.00 San Antonio, Texas ___________________ 1. FOR VALUE RECEIVED, the undersigned, EUROSTAR PERFUMES, INC., a Texas corporation (hereinafter "MAKER"), hereby promises to pay to TRANSVIT...Tristar Corp • December 11th, 1995 • Wholesale-drugs, proprietaries & druggists' sundries
Company FiledDecember 11th, 1995 Industry
EXHIBIT 10.33 February 13, 1997 Mr. Viren Sheth Tristar Corporation 12500 San Pedro, Suite 500 San Antonio, Texas 78216 RE: Employment Agreement dated April 19, 1996 by and between Tristar Corporation and Joseph DeKama Dear Viren: Notice is hereby...Tristar Corp • April 21st, 1997 • Wholesale-drugs, proprietaries & druggists' sundries
Company FiledApril 21st, 1997 Industry
EXHIBIT 2.1 PLAN OF MERGER AND ACQUISITION AGREEMENT DATED EFFECTIVE NOVEMBER 1, 1999Plan of Merger and Acquisition Agreement • November 30th, 1999 • Tristar Corp • Perfumes, cosmetics & other toilet preparations • Texas
Contract Type FiledNovember 30th, 1999 Company Industry Jurisdiction