EXHIBIT 10.11
CONSULTING SERVICES AGREEMENT
AGREEMENT made this 12th day of August, 1993, by and between XXXXX XX
XXXX, hereinafter referred to as "CONSULTANT", residing at 000 Xxx Xxx Xxxx,
Xxxxxxxx, Xxx Xxxxxx 00000; and PRIVATE LABEL COSMETICS, INC., PLC SPECIALTIES
INC., FASHION LABORATORIES, INC., CONTEMPORARY COSMETIC GROUP, INC.,
INTERNATIONAL COSMETIC GROUP, INC., D.A. ADVERTISING GROUP INTERNATIONAL, INC.
and INTRA- AFRICA CORPORATION, all New Jersey Corporations, hereinafter
collectively referred to as the "CORPORATIONS", with their principal place of
business at 00-00 Xxxxx Xxxxxx, Xxxx Xxxx, Xxx Xxxxxx 00000;
W I T N E S S E T H:
WHEREAS, the CORPORATIONS require certain services of CONSULTANT in
WHEREAS, the CONSULTANT has special knowledge of those requirements
and of the computer systems necessary to the operations of the CORPORATIONS;
and
WHEREAS, the CORPORATIONS wish to retain the CONSULTANT's services in
an advisory and consultative role as hereinafter described; and
WHEREAS, CONSULTANT agrees to render services to the CORPORATIONS as
hereinafter described.
NOW, THEREFORE, in consideration of the mutual promises of the parties,
it is agreed as follows:
I. NATURE OF RELATIONSHIP
The CONSULTANT will perform consulting and advisory services to the
CORPORATIONS with respect to the latters' computer systems, including advising
as to the correction of systems and software problems, assisting in the update
of software, assisting in the training of other computer personnel and advising
on new computer services, products and software which may be of additional
benefit to the CORPORATIONS.
II. TERM
The term of this Agreement shall be for a period of ten (10) years
commencing August 12, 1993 and ending August 12, 2003.
III. CONSULTING TIME AND LOCATION
The services and hours the CONSULTANT is to render to the CORPORATIONS
on any given date will be entirely with the CONSULTANT's discretion and control
and may be rendered at or from such offices as the CONSULTANT may maintain.
CONSULTANT agrees, however, that he shall be available to the CORPORATIONS at
all times during the term hereof during normal working hours (to consist of 8
A.M. to 6 P.M. Eastern time, Mondays through Fridays) by computer contact via
use of modems, as well as by telephone (and beeper) contact for both routine
consulting and emergencies.
IV. PAYMENT FOR CONSULTING SERVICES
The CORPORATIONS (or any one of them, as the CORPORATIONS in their sole
discretion shall determine) shall pay the CONSULTANT for all his services
hereunder total fees in the amount of One Million Three Hundred Thirty-four
Thousand ($1,334,000.00) Dollars in one hundred twenty (120) equal consecutive
monthly installments of Eleven Thousand One Hundred Sixteen and 66/100
($11,116.66) Dollars each, commencing on September 12, 1993 and on the 12th day
of each month thereafter through to and including August 12, 2003. Consultant
shall also have the right to use and sell software programs of the CORPORATIONS
provided that any such use or sale does not impair any right or economic
interests of the CORPORATIONS.
V. TERMINATION OF AGREEMENT
Neither party will have the right to terminate this Agreement, except
upon such further written terms and conditions as the parties may mutually agree
upon. This Agreement shall, however, terminate upon the death of CONSULTANT
during the term hereof.
VI. STATUS OF CONSULTANT
This Agreement calls for the performance of the services of the
CONSULTANT as an independent contractor and CONSULTANT will not be considered
an employee of the CORPORATIONS for any purpose during the term hereof, nor
shall the CONSULTANT have the right to act as agent for the CORPORATIONS in
any capacity.
VII. NOTICES
Any notices hereunder shall be sent in writing, registered or certified
mail, return receipt requested, to the addressee thereof, as the address set
forth above or to such other address as a party in writing may direct.
VIII. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement between
them with respect to the subject hereof and cannot be amended, modified or
supplemented in any respect except by a contemporaneous or subsequent written
agreement entered into by both parties.
IX. VALIDITY OF PROVISION
The invalidity or unenforceability of any provision of this Agreement
shall in no way effect the validity or enforceability of any other provision
hereof.
X. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of New Jersey
without giving effect to principles of conflict of law.
XI BINDING EFFECT
This Agreement shall binding upon the parties hereto and shall inure to
their benefit and that of the CORPORATIONS' successors and assigns to the
fullest extent permitted by law. This Agreement may not be assigned by
CONSULTANT except to a Corporation of which he is a principal shareholder and
upon written notice to the CORPORATIONS, and any other purported assignment of
same by CONSULTANT shall be null and void.
Witnessed by or attested to
/s/ Xxxxx X. Xxxxx, Esq. /s/ Xxxxx Xx Xxxx
Xxxxx X. Xxxxx, Esq. XXXXX XX XXXX
PRIVATE LABEL COSMETICS, INC.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx, Secretary Xxxxxxx X. Xxxxxxx, Pres.
PLC SPECIALTIES, INC.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx, Secretary Xxxxxxx X. Xxxxxxx, Pres.
FASHION LABORATORIES, INC.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx, Secretary Xxxxxxx X. Xxxxxxx, Pres.
CONTEMPORARY COSMETIC GROUP,
INC.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx, Secretary Xxxxxxx X. Xxxxxxx, Pres.
INTERNATIONAL COSMETIC GROUP,
INC.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx, Secretary Xxxxxxx X. Xxxxxxx, Pres.
D.A. ADVERTISING GROUP INTER-
NATIONAL, INC.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx, Secretary Xxxxxxx X. Xxxxxxx, Pres.
INTRA-AFRICA CORPORATION
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx, Ass't Secretary Xxxxxxx X. Xxxxxxx, Vice
Pres.
CERTIFIED TO BE A TRUE COPY
---------------------------
PROMISSORY NOTE
$500,000.00 August 12, 1993
Hackensack, New Jersey
FOR VALUE RECEIVED, the ndersigned promises to pay to the order of
XXXXX XX XXXX, at 000 Xxx Xxx Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000, or to such other
address as the holder hereof may direct, the principal sum of FIVE HUNDRED
THOUSAND AND NO/100 ($500,000.00) DOLLARS, together with interest thereon from
the date hereof at the rate of Six (6.00%) percent per annum, payable in equal
monthly installments of principal and interest in the amount of FIVE THOUSAND
FIVE HUNDRED FIFTY-ONE AND 02/100 DOLLARS $5,551.02) commencing on September 12,
1993 and continuing on the twelfth (12th) day of each and every month thereafter
until August 12, 2003, at which time the entire unpaid principal balance and any
accrued interest under this Note shall be due and payable in full.
Each of the monthly payments under this Note, when paid, shall be
applied first to the payment of interest accrued on the unpaid principal, and
the balance thereof, if any, toward the reduction of principal. Interest shall
accrue to the date of payment in full of this Note. The Undersigned shall have
the right to make prepayment of the within indebtedness, in whole or in part,
only with the written consent of the holder hereof. All payments hereunder shall
be payable in lawful money of the United States which shall be legal tender for
public and private debts at the time of payment.
All the terms and conditions of a certain Stock Redemption Agreement
dated August 12, 1993, by and between the Undersigned and XXXXX XX XXXX, among
other parties, as same may be modified and amended from time to time by the
parties thereto, are incorporated herein as though fully set forth at length,
and the Undersigned acknowledges the delivery and execution of such Agreement.
And it is hereby expressly understood and agreed that should the
Undersigned fail to make payment of any installment of principal and interest
hereinbefore provided when due and shall additionally fail to cure such
default within thirty (30) days after receipt of written notice of same, or
should any other default occur as defined in the covenants and conditions of
the said Stock Redemption Agreement dated August 12, 1993, the same shall
constitute a default hereunder, and the balance of said principal sum, with
all accrued interest thereon, shall at the option of the holder of this Note,
become immediately due and payable.
The Undersigned and all other parties who may at any time be liable
hereon in any capacity, jointly and severally, waive presentment, demand for
payment, protest and notice of dishonor of this Note, and agree to any all costs
of collection when incurred, including reasonable attorneys' fees whether
incurred with or without litigation, and to perform and comply with each of the
covenants and conditions, provisions and agreements of the Undersigned contained
in every instrument evidencing or securing the indebtedness or given
collaterally herewith.
This note shall be construed according to the laws of the State of New
Jersey.
PRIVATE LABEL COSMETICS, INC.
ATTEST:
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx, Secretary Xxxxxxx X. Xxxxxxx, President
PLC SPECIALTIES, INC.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx, Secretary Xxxxxxx X. Xxxxxxx, President
FASHION LABORATORIES, INC.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx, Secretary Xxxxxxx X. Xxxxxxx, President
