EXHIBIT 10.4
BERWICK CAPITAL, INC.
0 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
May 15, 0000
Xxxxxx Xxxxxx Leather, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Gentlemen:
This letter agreement confirms our mutual understanding regarding the
engagement of Berwick Capital, Inc. ("Berwick") to provide management
services to United States Leather, Inc. and its subsidiaries (the
"Company"), which services shall include, but not necessarily be limited
to, the service of Xxxxxxx Xxxxxxxxxxx as President and Chief Executive
Officer of the Company on an active full-time basis.
In connection with Mr. Biancanello's service as President and Chief
Executive Officer, you agree to pay Berwick a fixed fee of $2,000 per work
day, payable bi-monthly, plus reasonable out-of-pocket expenses (which
shall include, but not be limited to, travel expenses and lodging expenses
in the greater Milwaukee metropolitan area) incurred in connection with
such service.
Berwick shall only provide additional services upon the written request of
a director of the Company, other than Mr. Biancanello, and Berwick will
charge you a mutually agreeable price for such additional services at a
rate specified in such written report.
Our engagement will automatically expire on May 15, 1998 unless extended
in writing for up to an additional one-year term by the mutual written
consent of the Company and Berwick. Our engagement may also be terminated
by either party, at will, by written notice to the other.
The Company hereby agrees to indemnify and hold harmless Berwick and its
employees from and against all debt, liabilities, obligations, losses,
damages, judgments, awards, settlements, costs, expenses, demands, claims,
suits, actions, costs of investigation, causes of action, proceedings, and
assessments, to the fullest extent permitted by law, asserted against,
resulting from, imposed upon or incurred by Berwick or its employees,
directly or indirectly, by reason of, arising out of or resulting from any
matter related to this agreement and the transactions contemplated hereby
or any actions taken by Berwick or its employees pursuant to the
engagement of Berwick provided for herein.
If you find that the foregoing satisfactorily states our mutual
understanding, please sign the enclosed copy of this agreement in the
space indicated below and return it to me.
Very truly yours,
BERWICK CAPITAL, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxx
Xxxxxxx Xxxxxxxxxxx, President
Agreed and accepted as of the
date indicated above.
UNITED STATES LEATHER, INC.
By: /s/ Kinzie X. Xxxxxx
Kinzie X. Xxxxxx
Senior Vice President and
Chief Financial Officer
