1
Exhibit 10.26
7 March 1996
The herein agreement entered into by Alfin Inc., 000 Xxxxx Xxx, Xxx Xxxx City,
Inc. a U.S. corporation (Seller) and Fashion Fragrances & Cosmetics Ltd, an
Irish corporation domiciled in Dublin, Republic of Ireland, (Purchaser) on the
above date concerns itself with the purchase of trademarks, tradenames, molds,
and certain inventory as it involves the business known as Xxxxxx Xxxxxx.
Whereas the Purchaser desires to purchase the existing trademarks, tradenames,
molds and certain inventory as it concerns the fragrance and related fashion
business known as Xxxxxx Xxxxxx, and
Whereas the Seller has decided to sell such trademarks, tradenames, molds and
certain inventory as it concerns the fragrances Fracas and Bandit and the
related fashion business rights of Xxxxxx Xxxxxx, the parties hereto agree as
follows:
1. Seller represents and warrants that it is the owner of the Xxxxxx Xxxxxx,
Fracas, and Bandit fragrance trademarks throughout the world, and
2. Seller is the owner of bottle molds and designs for the manufacture of the
fragrance bottles of Fracas and Bandit, and
3. Seller is the owner of inventory which the Purchaser can use of bottles,
caps and valves, and
2
4. Seller represents that such trademarks, tradenames, molds and inventory are
free of any liens, encumbrances and are commercially capable of being used
and marketed and that clear title thereto can be passed to Purchaser by the
Seller, and
5. That Seller will deliver to the Purchaser before the second closing on March
29, 1996 Seller's documentation of the trademarks set forth above, the list
and location of the bottle molds, and a list of the inventory, and
6. Seller will give Purchaser before closing and thereafter any and all
historic memorabilia and records as it regards Xxxxxx Xxxxxx, Fracas and
Bandit that may be in its possession or control.
7. Purchaser agrees that it will purchase the above assets as represented and
warranted for the price of $1.2 million plus inventory at Seller's cost.
8. Purchaser shall conduct its due diligence of the assets to satisfy itself as
to the representations and warrantees as set forth above, and
9. Purchaser on the signing of this agreement make payment in the amount of
$120,000 and
10. Purchaser shall make payment to the Seller on the second closing date hereof
on March 29, 1996 in the amount of $380,000 plus inventory at Seller's cost.
3
11. Purchaser may at all times hereafter commence preparation and marketing of
the trademark products, and
12. Purchaser may request Seller to transfer or deliver the bottle molds and
inventory which Seller shall promptly do.
13. Purchaser on October 29, 1996 shall make payment of $300,000 on account of
the $1,200,000 purchase price which payment shall be secured to the
Seller's satisfaction.
14. Purchaser on July 29, 1997 shall make payment of $400,000 as the final
payment of the purchase price, which payment shall be secured to the
Seller's satisfaction.
15. Purchaser and Seller shall withhold any announcements of the herein
agreement until the second closing of March 29, 1996.
16. The final closing may be deferred by the parties if any material
performance as represented above materializes.
17. Seller agrees to execute all necessary documents to transfer the
registration of trademarks to the purchaser provided the Seller has been
satisfied with the security provided by the Purchaser.
4
18. The above represents the agreement of the parties and the signatures set
forth below affirm that the corporations have duly approved of the herein
transaction and that Purchaser has made the first payment and the Seller has
received and accepted such payment.
For Alfin Inc. (Seller)
by /s/ Xxxx Xxxxx
----------------------------
Xxxx Xxxxx, Chairman
For Fashion Fragrances & Cosmetics Ltd
by /s/ Xxxx Xxxxx
---------------------------------
Xxxx Xxxxx, Director
