TOTAL LUXURY GROUP, INC.
SERVICES AGREEMENT
This Services Agreement (the "Agreement") is entered into on the 7th day of
March, 2008, by and between Xxxxxx Xxxxx ("DJ"); Total Luxury Group, Inc. a
corporation organized and existing under the laws of the State of Indiana and
having a principal place of business at 00000 Xxxxxxxx Xxxx. Xxxxx #000, Xxxxx,
Xxxxxxx 00000 ("TLEI"); and Pogan Retail LLC ("Pogan") (DJ, TLEI and Pogan are
collectively referred to as the "Parties").
WHEREAS, Pogan has entered into an agreement with TLEI dated as of January
24, 2008 (the "Pogan Agreement"); and
WHEREAS, TLEI desires to retain DJ to perform certain management and
consulting services (the "Services"); and
WHEREAS, DJ desires to perform the Services requested by TLEI; and
WHEREAS, in consideration of DJ agreeing to restructure the Pogan
Agreement, the Parties hereby agree that DJ, Pogan, or DJ's designee shall be
entitled to certain compensation in consideration for the Services;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants contained therein, the Parties hereby agree as follows:
Article 1. Performance by DJ.
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During the term of this Agreement, DJ agrees to provide the Services to
TLEI. The Services may be amended and supplemented from time to time by
proposals as provided by TLEI or DJ and approved by both parties. A typical
proposal may set forth the requirements or scope for a specific project or a
general description of the type of services that DJ will provide to TLEI.
Article 2. Description of DJ's Services.
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2.01 Commencement and Description of Services. Commencing on the date
hereof, DJ shall provide to TLEI the Services, subject to the terms and
conditions set forth herein (the "Terms and Conditions") and such other terms
and conditions set forth in any proposal(s).
2.02 Commercially Reasonable Efforts. DJ will use commercially reasonable
efforts to achieve the goals set out in this Agreement and any proposals in a
professional and timely manner. DJ, however, shall not guarantee any results
from such efforts.
2.03 Consultations, Reports. DJ agrees to be available for periodic
meetings held at TLEI's offices, or at another mutually agreed upon location, to
review the progress of all work as required by applicable proposals.
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Article 3. Obligations of TLEI
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3.01 Access to Information. TLEI agrees to make available to DJ, access to,
and thorough explanation of, internal documentation sufficient for DJ's
resolution of issues that may arise, as well as analyses and related information
required by DJ to perform the Services.
3.02 Access to TLEI Staff. TLEI agrees to make available to DJ, TLEI's
management personnel for discussion and resolution of issues as they occur,
technical and business support, and to attend meetings if required in the
proposals. TLEI agrees to provide DJ with the requisite authority to make any
necessary personnel decisions.
3.03 Other. TLEI agrees to provide DJ with such apparent and actual
authority to enable him to carry out the responsibilities and perform the
Services provided for and contemplated by this Agreement.
Article 4. Payment for Services
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4.01 Payment. TLEI agrees to immediately issue to DJ, as compensation for
the Services, warrants (the "Series B Warrants") to purchase 140,000,000 shares
of the Common Stock of TLEI. The Series B Warrants shall vest according to the
following schedule:
(a) 25% of the Series B Warrants shall vest immediately (the "Tranche
1 Warrants"). These warrants shall be exercisable for a period of 7 years
from the date of issuance and shall have an exercise price of $0.01 per
share.
(b) 25% of the Series B Warrants shall vest in 12 months from the
vesting date of the Tranche 1 Warrants. These warrants shall be exercisable
for a period of 7 years from the date they vest and shall have an exercise
price of $0.10 per share.
(c) 25% of the Series B Warrants shall vest in 24 months from the
vesting date of the Tranche 1 Warrants. These warrants shall be exercisable
for a period of 7 years from the date they vest and shall have an exercise
price of $0.25 per share, provided that in the event of a Fundamental
Transaction (as defined in the form of Series B Warrant attached hereto as
Exhibit A) prior to December 31, 2009, the warrants shall be exercisable at
a 20% discount to the price at which the common stock is valued in the
Fundamental Transaction.
(d) The remaining 25% tranche of warrants shall vest in 36 months from
the date of the Tranche 1 Warrants. These warrants shall be exercisable for
a period of 7 years from the date they vest and shall have an exercise
price of $.50 per share, provided that in the event of a Fundamental
Transaction prior to December 31, 2009, the warrants shall be exercisable
at a 20% discount to the price at which the common stock is valued in the
Fundamental Transaction.
(e) TLEI agrees to substitute an omnibus stock plan that will provide
for stock options on substantially the same terms as provided for in these
warrants. DJ will have the opportunity to exchange the Warrants provided
for herein for stock options pursuant to a qualified plan of substantially
similar terms.
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Article 5. Indemnification.
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5.01 General Indemnity. TLEI agrees to indemnify and hold harmless DJ,
Pogan and all of Pogan's employees (collectively, the "Indemnitiees") from and
against any and all losses, liabilities, deficiencies, costs, damages and
expenses (including, without limitation, reasonable attorneys' fees, charges and
disbursements) incurred by the Indemnitees as a result of any Services rendered
to TLEI by DJ.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
TOTAL LUXURY GROUP, INC.
By:_____________________________________
Name:
Title:
POGAN RETAIL LLC
By:_____________________________________
Name:
Title:
XXXXXX XXXXX
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