EXHIBIT 99.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "AGREEMENT") is made this 31st day of July 1998, by and between BEN RICKERT CORP. (the "GRANTOR"), with an address at 509 Madison Avenue, New York, New York 10022 and SUMMIT BANK (the...Security Agreement • August 14th, 1998 • Azurel LTD • Perfumes, cosmetics & other toilet preparations
EXHIBIT 10.11Consulting Services Agreement • January 28th, 1997 • Azurel LTD • Perfumes, cosmetics & other toilet preparations • New Jersey
WARRANT AGREEMENTWarrant Agreement • May 5th, 1997 • Azurel LTD • Perfumes, cosmetics & other toilet preparations • New York
AGREEMENT OF SALEAgreement of Sale • August 14th, 1998 • Azurel LTD • Perfumes, cosmetics & other toilet preparations • New Jersey
AGREEMENT dated September 9, 1996 by and between Scent Overnight, Inc. a Delaware corporation, with offices at 414 E 52nd Street, New York, New York 10022 ("Seller"), and Scent 123, Inc., a Delaware corporation, with offices at 509 Madison Avenue, New...Agreement • October 30th, 1996 • Azurel LTD • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated October 28, 1996, by and between Azurel Ltd., a Delaware corporation (the "Company"), and GERARD SEMHON, an individual residing at 414 East 52nd Street, New York, NY 10022 (the "Executive"). W I T N E S...Employment Agreement • October 30th, 1996 • Azurel LTD • New York
EMPLOYMENT AGREEMENT AGREEMENT dated as of August 22, 1996 by and between Private Label Cosmetics, Inc., a New Jersey corporation, with its principal place of business located at 20-10 Maple Avenue, Fairlawn, New Jersey 07410 ("Employer") and Michael...Employment Agreement • October 30th, 1996 • Azurel LTD • New Jersey
STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • October 30th, 1996 • Azurel LTD • New York
UNDERWRITER'S WARRANT AGREEMENTS Warrant Agreement • May 5th, 1997 • Azurel LTD • Perfumes, cosmetics & other toilet preparations • New York
FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT This Agreement is made and entered into as of the ____ day of _________ , 1997 between Network 1 Financial Securities, Inc. a New Jersey corporation ("Network 1"), and Azurel Ltd., a Delaware...Financial Advisory and Investment Banking Agreement • May 5th, 1997 • Azurel LTD • Perfumes, cosmetics & other toilet preparations • New York
EXHIBIT 10.12 SECURITY AGREEMENT (ACCOUNTS RECEIVABLE INVENTORY AND EQUIPMENT)Security Agreement • January 28th, 1997 • Azurel LTD • Perfumes, cosmetics & other toilet preparations • New York
EXHIBIT 99.5 FORM OF SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of August 12, 1998, between AZUREL LTD., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and each of the...Form of Securities Purchase Agreement • August 14th, 1998 • Azurel LTD • Perfumes, cosmetics & other toilet preparations • Delaware
EXHIBIT 10.20 MASTER LEASE AGREEMENT MASTER LEASE AGREEMENT ("Master Lease") dated as of FEBRUARY 19, 1998 between The CIT Group/Equipment Financing, Inc. (Lessor),Master Lease Agreement • April 28th, 1998 • Azurel LTD • Perfumes, cosmetics & other toilet preparations
EXHIBIT 10.17 LICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into as of October 6, 1997 by and between INTERNATIONAL LICENSING CORPORATION , a Luxembourg corporation ("Licensor"), whose address is 15, rue de la Chapelle, L-1325...License Agreement • April 28th, 1998 • Azurel LTD • Perfumes, cosmetics & other toilet preparations • California
EXHIBIT 10.18Security Agreement • April 28th, 1998 • Azurel LTD • Perfumes, cosmetics & other toilet preparations • Arizona
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 14th, 2002 • Azurel LTD • Perfumes, cosmetics & other toilet preparations • New York
Reference is hereby made to that certain Agreement and Plan of Merger dated as of July 1, 2002 (the “Agreement”) by and among Azurel, Ltd., a corporation formed under the laws of the State of Delaware (“Azurel”), Flo Weinberg, Inc., a corporation formed under the laws of the State of Delaware wholly owned and operated by Azurel (“Azurel Sub”), RM Enterprises International, Ltd., a corporation formed under the laws of the State of Delaware (“RM Enterprises”) and Romantic Moments, Inc., a corporation formed under the laws of the State of Delaware wholly owned and operated by RM Enterprises (“Romantic”). All capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to them in the Agreement.
PREAMBLE Semhon is an officer, director and principal shareholder of Azurel and Scent. Semhon and Azurel are indebted to each other as hereinafter described. Azurel is indebted to Scent pursuant to a promissory note dated October 1, 1996 given in...Agreement • July 15th, 1997 • Azurel LTD • Perfumes, cosmetics & other toilet preparations • New York
TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENTTrademark License and Technical Assistance Agreement • October 30th, 1996 • Azurel LTD • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG AZUREL, LTD., FLO WEINBERG, INC., RM ENTERPRISES INTERNATIONAL, LTD., AND ROMANTIC MOMENTS, INC. DATED AS OF JULY 1, 2002Agreement and Plan of Merger • November 14th, 2002 • Azurel LTD • Perfumes, cosmetics & other toilet preparations • New York
AGREEMENT AND PLAN OF MERGER dated as of July 1, 2002 (the “Agreement”) by and among Azurel, Ltd., a corporation formed under the laws of the State of Delaware (“Azurel”), Flo Weinberg, Inc., a corporation formed under the laws of the State of Delaware wholly owned and operated by Azurel (“Azurel Sub”), RM Enterprises International, Ltd., a corporation formed under the laws of the State of Delaware (“RM Enterprises”) and Romantic Moments, Inc., a corporation formed under the laws of the State of Delaware wholly owned and operated by RM Enterprises (“Romantic”). Azurel, the Azurel Sub, RM Enterprises and Romantic are referred to herein individually as a “Party” and collectively as the “Parties.”
AZUREL LTD. 1,000,000 Shares of Common Stock and 1,000,000 Redeemable Common Stock Purchase WarrantsAzurel LTD • May 5th, 1997 • Perfumes, cosmetics & other toilet preparations • New York
