RECITALSAsset Purchase Agreement • November 14th, 1997 • Diplomat Corp • Miscellaneous fabricated textile products • New York
AMONGAsset Purchase Agreement • May 11th, 1998 • Diplomat Corp • Miscellaneous fabricated textile products • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of October 30, 1997, between BROWNSTONE HOLDINGS, INC., a Delaware corporation ("Buyer"), JEAN GRAYSON'S BROWNSTONE STUDIO, INC., a New York corporation ("Brownstone")...Assignment and Assumption Agreement • November 14th, 1997 • Diplomat Corp • Miscellaneous fabricated textile products • New York
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT SUCH REGISTRATION OR...Diplomat Direct Marketing Corp • August 14th, 1998 • Miscellaneous fabricated textile products • New York
Loan and Security Agreement by and betweenLoan and Security Agreement • November 14th, 1997 • Diplomat Corp • Miscellaneous fabricated textile products • New York
LEW MAGRAM LTD.Employment Agreement • March 6th, 1998 • Diplomat Corp • Miscellaneous fabricated textile products • New York
GUARANTYGuaranty • May 18th, 1999 • Diplomat Direct Marketing Corp • Miscellaneous fabricated textile products • Illinois
Exhibit 10v - Employment Agreement with Kenneth Grossman BROWNSTONE HOLDINGS, INC. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT is effective as of the 30th day of October, 1997 by and between BROWNSTONE HOLDINGS, INC., a Delaware corporation (hereinafter...Diplomat Direct Marketing Corp • March 3rd, 1999 • Miscellaneous fabricated textile products • New York
THIS NOTE WAS ORIGINALLY ISSUED ON APRIL 17, 1998. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE ASSET PURCHASE AGREEMENT DATED APRIL 17,...Diplomat Corp • May 11th, 1998 • Miscellaneous fabricated textile products • New York
Exhibit 10w - Employment Agreement with Joan Grossman BROWNSTONE HOLDINGS, INC. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT is effective as of the 30th day of October, 1997 by and between BROWNSTONE HOLDINGS, INC., a Delaware corporation (hereinafter...Employment Agreement • March 3rd, 1999 • Diplomat Direct Marketing Corp • Miscellaneous fabricated textile products • New York
DIPLOMAT CORPORATION EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of this 2nd day of February, 1998 by and between DIPLOMAT CORPORATION, a Delaware corporation (hereinafter referred to as "Employer") and LEW MAGRAM LTD., a New York corporation...Employment Agreement • March 6th, 1998 • Diplomat Corp • Miscellaneous fabricated textile products • New York
PREAMBLEAgreement and Plan of Merger • January 15th, 1998 • Diplomat Corp • Miscellaneous fabricated textile products • New York
Loan and Security Agreement by and betweenLoan and Security Agreement • March 6th, 1998 • Diplomat Corp • Miscellaneous fabricated textile products • New York
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT SUCH REGISTRATION OR...Diplomat Direct Marketing Corp • August 14th, 1998 • Miscellaneous fabricated textile products • New York
BACKGROUND:Security Agreement • May 18th, 1999 • Diplomat Direct Marketing Corp • Miscellaneous fabricated textile products • Illinois
REGISTRATION RIGHTS AGREEMENT Dated as of June 30, 1999 By and Between DIPLOMAT DIRECT MARKETING CORPORATIONRegistration Rights Agreement • August 9th, 1999 • Diplomat Direct Marketing Corp • Miscellaneous fabricated textile products • New York
AND WAIVERSecured Credit Agreement • August 16th, 1999 • Diplomat Direct Marketing Corp • Miscellaneous fabricated textile products
BILL OF SALEBill of Sale • November 14th, 1997 • Diplomat Corp • Miscellaneous fabricated textile products
LEASELease • March 6th, 1998 • Diplomat Corp • Miscellaneous fabricated textile products
PLEDGE SECURITY AGREEMENT PLEDGE SECURITY AGREEMENT, dated June 30, 1999, made by DIPLOMAT DIRECT MARKETING CORPORATION, a Delaware corporation having its principal office and place of business at 414 Alfred Avenue, Teaneck N.J. 07666 (the...Pledge Security Agreement • August 9th, 1999 • Diplomat Direct Marketing Corp • Miscellaneous fabricated textile products • New York
AMENDED CONSULTING SERVICES AGREEMENT This Amended Consulting Services Agreement originally entered into on the 9th day of February, 1996, amended as of July 11, 1997, by and among Diplomat Corporation ("Diplomat"), Biobottoms, Inc. (the "Company")...Consulting Services Agreement • November 5th, 1997 • Diplomat Corp • Miscellaneous fabricated textile products • California
Amended Consulting Services Agreement This Amended Consulting Services Agreement originally entered into on the 9th day of February, 1996, amended as of July 11, 1997, by and among Diplomat Corporation ("Diplomat"), Biobottoms, Inc. (the "Company")...Consulting Services Agreement • November 5th, 1997 • Diplomat Corp • Miscellaneous fabricated textile products • California
AGREEMENT:Security Agreement • August 14th, 1998 • Diplomat Direct Marketing Corp • Miscellaneous fabricated textile products • New York
WEB SITE DESIGN AND CONSULTING AGREEMENT Agreement, effective as of June 1, 1999, by and between TADEO E-COMMERCE CORP, a Delaware corporation having an address at 5 Hanover Square, New York, NY 10004 ("Developer") and DIPLOMAT DIRECT MARKETING...Web Site Design and Consulting Agreement • August 9th, 1999 • Diplomat Direct Marketing Corp • Miscellaneous fabricated textile products • New York
among FIRST SOURCE FINANCIAL LLP, as Lender, BROWNSTONE HOLDINGS, INC., ECOLOGY KIDS, INC., DIPLOMAT HOLDINGS, INC. and LEW MAGRAM LTD. as Borrowers andSecured Credit Agreement • May 18th, 1999 • Diplomat Direct Marketing Corp • Miscellaneous fabricated textile products • Illinois
August 7, 1997 Mr. Robert Selame 268 Newbury Street Boston, Massachusetts 02116 Dear Mr. Selame: This will confirm the understanding and agreement (the "Agreement") between Diplomat Corporation ("Diplomat") and Robert Selame ("Selame") as follows: 1....Understanding and Agreement • November 5th, 1997 • Diplomat Corp • Miscellaneous fabricated textile products • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT dated as of June 30, 1999, between Diplomat Direct Marketing Corporation, a Delaware corporation with principal executive offices located at 414 Alfred Avenue, Teaneck, N.J. 07666 (the...Securities Purchase Agreement • August 9th, 1999 • Diplomat Direct Marketing Corp • Miscellaneous fabricated textile products • New York
May 13, 1997Diplomat Corp • June 20th, 1997 • Miscellaneous fabricated textile products
This letter will serve to confirm our agreement on the terms under which you will perform certain consulting services for Diplomat Corporation (the "Company") as more particularly set forth herein. The term of this agreement shall be of one year from the date hereof. The services you agree to provide are consultation with management and the Board of Directors, from time-to-time as they may reasonably request with respect to stategic planning in connection with the Company's catalogue and direct marketing businesses (including Biobottoms and Lew Magram catalogues). Such services will be performed subject to your availability and only in the New York City metropolitan area unless you agree otherwise.
JUNIOR PARTICIPATION AGREEMENT (Fixed Dollar Amount) JUNIOR PARTICIPATION AGREEMENT dated September 17, 1997 by and between CONGRESS FINANCIAL CORPORATION, a California corporation, with its principal place of business at 1133 Avenue of the Americas,...Junior Participation Agreement • November 14th, 1997 • Diplomat Corp • Miscellaneous fabricated textile products • New York
SECOND AMENDMENT TO SECURED CREDIT AGREEMENT AND WAIVERSecured Credit Agreement and Waiver • August 9th, 1999 • Diplomat Direct Marketing Corp • Miscellaneous fabricated textile products
Re: Settlement Agreement --------------------Diplomat Corp • November 5th, 1997 • Miscellaneous fabricated textile products
FINANCIAL RELATIONS AGREEMENT This Agreement, entered into as of this 1st day of June 1997, by and between Diplomat Corporation ("Company") located at 25 Kay Fries Drive, Stony Point, New York and Shanna L. Wolf and Marc E. Lehmann (collectively...Financial Relations Agreement • November 5th, 1997 • Diplomat Corp • Miscellaneous fabricated textile products • New York
ONLINE HOSTING AGREEMENT This Online Hosting Agreement (this "Agreement") is being entered into effective as of the 1st day of June, 1999 and is entered into by and between Diplomat Direct Marketing Corporation, a Delaware corporation ("Diplomat"),...Online Hosting Agreement • August 9th, 1999 • Diplomat Direct Marketing Corp • Miscellaneous fabricated textile products • New York
EXHIBIT 8(a)-3 LEW MAGRAM LTD.Registration Rights and Transfer Agreement • January 14th, 1998 • Diplomat Corp • Miscellaneous fabricated textile products • New York
