1
EXHIBIT 10.33
February 13, 1997
Xx. Xxxxx Xxxxx
Tristar Corporation
00000 Xxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
RE: Employment Agreement dated April 19, 1996 by and between Tristar
Corporation and Xxxxxx XxXxxx
Dear Xxxxx:
Notice is hereby given that effective immediately I resign my position as an
employee and as Executive Vice President and Director of Sales of Tristar
Corporation for the United States and Canada. Thank you for the opportunity to
serve.
As per our agreement in connection with this resignation, we are executing a
Independent Contractor Agreement and a Transition Agreement for transfer of the
New York Tristar Office and assets, which are attached hereto as Exhibit A & B
and incorporated herein by reference, and I agree that my future business
activity will be restricted in accordance with the terms and provisions of the
Independent Contractor relationship.
I hereby acknowledge that as of March 1, 1997, I owe the sum of $133,818.44 to
Tristar Corporation, which sum is represented by Promissory Notes dated October
16, 1996 in the original principal amounts of $45,000.00 and $100,000.00,
respectively, copies of such Promissory Notes are attached hereto and marked
Exhibit B and incorporated herein by reference (the "Promissory Notes"). I
agree such Promissory Notes will be paid in accordance with their terms. If
such Promissory Notes are not paid in accordance with their terms (i.e. in
monthly principal payments of $1,875.00 and $2,777.78, respectively, plus
accumulated interest on such notes), Tristar is hereby authorized to offset the
payments to be made under the Independent Contractor Agreement to use as
payment of the monthly sums due under the Promissory Notes. Upon any such event
of offset, I will continue to be bound by the terms, conditions and
restrictions set forth in the Independent Contractor Agreement.
With the acceptance of both parties of this resignation, it is agreed by both
parties each will be held harmless as to all matters occurring prior to the
date hereof, whether known or unknown, including all aspects of the prior
contractual agreement.
Sincerely,
Xxxxxx Xxxxxx
This resignation is hereby approved and accepted:
TRISTAR CORPORATION
BY: Date:
------------------------------------ -------------------------
Xxxxx X. Xxxxx, President
