EXHIBIT 10.7
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AGREEMENT
AGREEMENT dated as of the 1st day of July, 1995 by and between ARISTO
INTERNATIONAL CORPORATION, a Delaware corporation (the "Company"), having its
offices at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and CASTELLON LIMITED,
an Irish corporation ("Xxxxxxxxx"), having its offices at Xxxxxxx Court Street,
Xxxxxx Xxxxx, Xxxxxx 0, Xxxxxxx.
W I T N E S S E T H:
WHEREAS, the Company desires to retain the services of Xxxxxxxxx and
Xxxxxxxxx desires to render such services upon the terms and conditions herein
set forth; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Company and Xxxxxxxxx hereby agree as follows:
1. Term. The term of this Agreement shall be for a period of one (1) year
from July 1, 1995 to June 30, 1996.
2. Retainer and Duties. The Company hereby retains Xxxxxxxxx and Xxxxxxxxx
agrees to render services to the Company outside the United States of America.
Xxxxxxxxx hereby agrees to assist the Company in raising capital of a minimum
amount of $750,000 during the 1995 calendar year (which agreement the parties
hereto acknowledge is a material term of this Agreement) and in its financing
activities, and to render to the Company such consulting services relating to
joint ventures, strategic partnerships and investor relations outside the United
States of America, as the President or the Board of Directors of the Company may
reasonably request from time to time and at such times as the parties shall
mutually agree. Xxxxxxxxx shall make available a
person satisfactory to the Company (the "Representative") outside the United
States of America to meet with representatives of the Company on a periodic
basis and to perform the services referenced in this Section 2. The
Representative shall devote no less than ten hours per week to such services.
Xxxxxxxxx'x obligation to provide services shall include, but shall not be
limited to, the foregoing. Neither Castellon nor anyone on Xxxxxxxxx'x behalf is
authorized in any way to commit the Company to any expense or agreement of any
amount or kind without the Company's prior written consent and neither Castellon
nor anyone on Xxxxxxxxx'x behalf will make any representations, promises, or
commitments to any third party on the Company's behalf.
3. Compensation. For the performance of the duties and services to be
rendered by Xxxxxxxxx hereunder, the Company shall pay Castellon a fee of
$10,000 per month payable in arrears at the end of each month. All costs and
expenses incurred by Xxxxxxxxx in the performance of its duties and services
hereunder shall be borne solely by Xxxxxxxxx.
4. Termination by the Company. The Company shall have the right to
terminate this Agreement if (a) Castellon becomes the subject of a voluntary or
involuntary petition in bankruptcy or any proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors or (b) for
"cause" (as hereinafter defined). "Cause" shall mean any:
(i) act of fraud, dishonesty or illegality;
(ii) willful, grossly negligent or repeatedly negligent conduct
adversely affecting the reputation or business of the Company;
(iii) material breach by Xxxxxxxxx of this Agreement;
(iv) failure to perform Xxxxxxxxx'x duties with reasonable diligence;
or
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(v) willful refusal to obey any lawful order of the President or of
the Board of Directors of the Company.
5. Termination by Xxxxxxxxx. Castellon shall have the right to terminate
this Agreement (a) if the Company becomes the subject of a voluntary or
involuntary petition in bankruptcy or any proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors or (b) upon
thirty (30) days prior written notice to the Company.
6. Miscellaneous. (a) This Agreement constitutes the entire Agreement
between Xxxxxxxxx and the Company with respect to the subject matter hereof,
supersedes all prior agreements or understandings among the parties hereto and
may not be modified, amended or terminated except by a written agreement signed
by all of the parties hereto.
(b) No waiver of any breach or default hereunder shall be considered valid
unless in writing, and no such waiver shall be deemed a waiver of any subsequent
breach or default of the same or similar nature.
(c) If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.
(d) The section headings contained herein are for the purposes of
convenience only and are not intended to define or limit the contents of said
sections.
(e) This Agreement shall be governed by the laws of the State of New York
(without giving effect to principles of conflicts of law). The parties hereto
agree that the Supreme
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Court of the State of New York for the County of New York or, if it has or can
acquire jurisdiction, the United States District Court for the Southern District
of New York shall have personal jurisdiction and proper venue over any dispute
between the Company and Castellon. Xxxxxxxxx hereby waives personal service of
any summons, complaint or other process. In addition, Xxxxxxxxx agrees that
process in any dispute between Xxxxxxxxx and the Company may also be served on
Xxxxxxxxx by personal service on Xx. Xxxxxx Xxxxxxxx.
(f) Any notice, process or other communication to be given hereunder shall
be in writing and delivered personally or sent by certified or registered mail,
postage prepaid, to the Company at its principal business address, and if to
Xxxxxxxxx, addressed to Castellon at Xxxxxxxxx'x address as it appears in the
stock records of the Company, or to such other address as any party may have
furnished to the others in writing. Unless otherwise provided in this Agreement,
notice given pursuant to this section shall be deemed given as of the date of
its mailing. Any notice, process or other communication hereunder may be given
by counsel to the Company or Xxxxxxxxx, as the case may be. A copy of any
notice, process or other communication hereunder shall be given to the Company
and Xxxxxxxxx.
(g) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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(h) Any controversy arising under, out of, in connection with or relating
to, this Agreement, or the breach hereof, shall be determined and settled by
arbitration in New York, New York, by a person or persons mutually agreed upon,
or in the event of a disagreement as to the selection of the arbitrator or
arbitrators, in accordance with the rules then obtaining of the American
Arbitration Association. Any award rendered therein shall specify the findings
of fact of the arbitrators and the reasons for such award, with the reference to
and reliance on relevant law. Any such award shall be final and binding on each
and all of the parties hereto and their personal representatives, and judgment
may be rendered thereon in any court having jurisdiction thereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
ARISTO INTERNATIONAL CORPORATION
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
President
XXXXXXXXX LIMITED
By:_________________________
Name:
Title:
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XXXXXXXXX LIMITED
Xxxxxxx Xxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx 0, Xxxxxxx
July 1, 1995
Aristo International Corporation
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Reference is made to the Agreement dated as of July 1, 1995
(the "Agreement"), between Aristo International Corporation ("Aristo") and
Castellon Limited ("Castellon").
Xxxxxxxxx hereby agrees to make available Xxxxxx Xxxxxxxx
to Aristo to perform Xxxxxxxxx'x duties under the Agreement, including, without
limitation, those duties set forth in the third sentence of Section 2 of the
Agreement. Xxxxxxxxx hereby agrees that, notwithstanding anything to the
contrary contained herein or in the Agreement, any failure, for any reason
whatsoever, to satisfy the agreement set forth in the previous sentence shall
constitute "cause" under Section 4 of the Agreement.
XXXXXXXXX LIMITED
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
President
CONSENTED AND AGREED TO:
ARISTO INTERNATIONAL CORPORATION
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
President
