CONSULTING AGREEMENT
This Agreement is entered into by and between Merchants T&F, Inc., a New
York corporation ("Merchants"), and Xxxx Jewelery, Inc., a Delaware corporation
("Xxxx").
RECITALS:
WHEREAS, Xxxx desires to obtain assistance in the management and
organization of its ongoing business interests; and
WHEREAS, Merchants is willing to assist Xxxx in its ongoing business
interests;
NOW, THEREFORE, in consideration of the mutual terms and conditions set
forth below, the parties hereto agree as follows:
1. Duties and Involvement.
Xxxx hereby engages Merchants for the purpose of assisting Xxxx in the
management and organization of the ongoing business of Xxxx, such assistance to
be used in the expansion of the business of Xxxx or for any other purposes as
Xxxx so desires.
Merchants acknowledges that it is not an agent or employee of Ciro's and
that it will not commit or bind Xxxx to any action. Any and all arrangements or
agreements that Merchants may negotiate for Xxxx will be subject to acceptance
by Xxxx, to be evidenced by the execution by an authorized officer of Xxxx.
Merchants shall devote such of its time and effort to the duties hereunder
and shall use its best efforts to fulfill its obligations hereunder; however,
Xxxx acknowledges that Merchants is engaged in other business activities and
that such activities will continue during the term of this Agreement.
2. Compensation. As full compensation for Merchants' advisory services
hereunder, Xxxx shall pay to Merchants a monthly cash payment of the greater of
five thousand dollars ($5,000) or twenty percent (20%) of the gross royalty
income generated by Xxxx.
3. Taxes and Other Liabilities. Merchants acknowledges and agrees that it
is an independent contractor and not an employee of Xxxx. As such, Merchants
acknowledges that it is responsible for all self-employment and other tax
payable to any federal, state, or local authority and any other obligation or
liabilities arising from its engagement and compensation hereunder.
4. Effective Date of Agreement. The effective date of this Agreement shall
be August 1, 1997, and any and all actions taken by the parties prior to the
execution and delivery of this agreement are hereby approved and ratified in all
respects.
5. Term. The term of this Agreement shall be for a period of one year from
the effective date of this Agreement.
6. Waiver and Amendment. Neither this Agreement nor any provision hereof
may be changed, waived, terminated or discharged orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, termination or discharge is sought.
7. Governing Law. This Agreement and the rights and duties of the parties
hereto shall be construed and determined in accordance with the laws of the
State of New York, and any and all actions to enforce the provisions of this
Agreement, shall be brought in a court of competent jurisdiction in the State of
New York and in no other place.
8. Successors and Assigns. This Agreement shall be binding upon the parties
and their successors and assigns and shall inure to the benefit of the other
parties and successors and assigns.
9. Counterparts. This Agreement may be executed in any number of
counterparts and all such counterparts taken together shall be deemed to
constitute one instrument.
10. Entire Agreement. This Agreement constitutes the entire understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all negotiations, representations, prior discussions, and preliminary
agreements between the parties hereto relating to the subject matter of this
Agreement.
11. Headings. The descriptive headings of the various Sections or parts of
this Agreement are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
12. Further Assurances. At any time, and from time to time, after the
effective date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property interests transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
document the 10th day of November 1997.
Merchants T&F, Inc.
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
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Xxxx Jewelery, Inc.
By /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, Vice-President
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