Consulting Agreement

Consulting Agreement

by Crown Crafts
November 13th, 1995
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                                                                    EXHIBIT 10.1

                                                                       EXHIBIT A



                              CONSULTING AGREEMENT


         THIS CONSULTING AGREEMENT (the "Agreement"), is made and
dated as of ______________, 1995, by and between THE RED CALLIOPE
AND ASSOCIATES, INC., a California corporation (the "Company"),
and CAROL GLICKMAN, an individual resident of California
("Consultant").

                               W I T N E S E T H:

         WHEREAS, execution of this Agreement is a condition to
closing under that certain Merger Agreement dated as of October
8, 1995 (the "Merger Agreement") between the Company, Crown
Crafts, Inc. and certain other parties (the "Merger");

         WHEREAS, Consultant is a founder of the Company and has
made valuable contributions to the profitability and financial
strength of the Company;

         WHEREAS, the Company desires to encourage Consultant to
continue to make valuable contributions to the Company's business
operations after the Merger; and

         WHEREAS, the Company desires to provide fair and
reasonable benefits to Consultant on the terms and subject to the
conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of these premises, the
mutual covenants and undertakings herein contained, each
intending to be legally bound, Consultant and the Company
covenant and agree as follows:

         1.      DUTIES.

         In consideration of the payments to be made by the
Company to Consultant as provided in Section 2 below, Consultant
shall during the first three years of the Term (as hereinafter
defined) provide up to twelve (12) hours of consulting services
per month, and during each of the remaining years of the Term
provide up to eight (8) hours of consulting services per month,
to the Company on such matters pertaining to the business of the
Company as may, from time to time, be requested of her by the
Chief Executive Officer of the Company.  In this regard,
Consultant shall be available throughout the Term at reasonable
times, and upon reasonable notice, to meet with the Board of
Directors or the Chief Executive Officer of the Company, for the
purposes of providing such consulting services.  Further,
Consultant shall, in connection with such consulting services and
subject to reasonable scheduling conflicts, including





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religious holidays and Consultant's other employment, if any,
attend such meetings, consult with such persons and engage in
such activities to promote the business and image of the Company,
as the Chief Executive Officer of the Company shall reasonably
request; provided, however, that Consultant shall only obligated
to perform consulting services commensurate with her status as a
founder of the Company and only those services which the Chief
Executive Officer of the Company believes, in good faith, to be
fairly requested and to be of benefit to the Company; and
provided further that the foregoing shall not be deemed to
restrict Consultant from accepting part or full-time employment
from, or providing consulting services to, someone other than the
Company so long as such activities are not inconsistent with
Consultant's obligations under Section 7 hereof and do not
otherwise interfere with the responsible performance of
Consultant's duties hereunder.

         2.      COMPENSATION.

         (A)  For the consulting services to be provided by the
Consultant hereunder, the Company shall pay to the Consultant the
annual sum of Fifty Nine Thousand Dollars ($59,000.00) for each
of the first three (3) years of the Term and Thirty Nine Thousand
Dollars ($39,000.00) for each of the remaining years of the Term,
which sum shall be paid in equal monthly installments on the last
business day of each month.

         (B)     In performing her consulting services hereunder,
Consultant shall be an independent contractor and shall not be,
or be deemed to be, an employee or agent of the Company.  Except
as may be specifically authorized in a writing in advance by the
Chief Executive Officer of the Company, Consultant shall have no
right or authority to act for or on behalf of the Company or
otherwise to enter into any agreements or make any commitments
with third parties binding upon the Company.

         (C)     The amounts payable under Section 2(A) above
shall be paid without deduction for state or federal withholding
taxes, social security or other like sums and, by virtue of being
an independent contractor hereunder, Consultant alone shall be
responsible for the payment of all such taxes and sums levied or
assessed with respect to the amounts paid to Consultant
hereunder; provided, however, if it is determined that Consultant
is an employee for purposes of the Federal Insurance
Contributions Act, federal or state unemployment compensation
taxes or other like taxes or levies, notwithstanding her status
as an independent contractor hereunder, Consultant shall not be
liable for any such taxes or levies to the extent they are by
applicable law imposed on employers and not withheld from
employee compensation.

         (D)     Consultant shall be entitled to receive
reimbursement for all reasonable expenses incurred by her in
connection with the fulfillment of her duties hereunder upon
presentation of appropriate vouchers therefor, provided that
Consultant has complied with all reasonable policies and
procedures relating to 


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the reimbursement of such expenses as shall, from time to time,
be established by the Company.

          3.     TERM.  The term of this Agreement shall begin on
the date hereof (the "Effective Date") and, unless otherwise
earlier terminated pursuant to Section 5 hereof, shall end on the
date which is ten (10) years following the Effective Date (the
"Term").

          4.     TERMINATION.  Subject to the respective
continuing obligations of the parties, including, but not limited
to, those set forth in Section 5 hereof, this Agreement may be
terminated as follows:

         (A)     The Company, by action of the Board and upon
                 written notice to Consultant, may terminate this
                 Agreement immediately for cause.  For purposes of
                 this Subsection 4(A), "cause" for termination of
                 this Agreement hereunder shall exist (a) if the
                 Consultant is convicted of (from which no appeal
                 may be taken), or pleads guilty to, any act of
                 fraud, misappropriation or embezzlement, or any
                 felony, (b) if, in the determination of the
                 Board, the Consultant has engaged in gross or
                 willful misconduct materially damaging to the
                 business of the Company (it being understood,
                 however, that unintentional physical damage to
                 any property of the Company by Consultant shall
                 not be a ground for such a determination by the
                 Board), or (c) if Consultant has failed, without
                 reasonable cause (it being understood that
                 Consultant's inability to perform her duties
                 hereunder due to death, injury, illness or
                 disability (mental or physical) shall constitute
                 reasonable cause hereunder), to follow material,
                 reasonable written instructions of the Board or
                 the Chief Executive Officer consistent with
                 Consultant's position and her duties hereunder
                 and after written notice from the Company of such
                 failure, Consultant at any time thereafter again
                 so fails.

         (B)     Consultant, upon thirty (30) days written notice
                 to the Company, may terminate this Agreement for
                 any reason.

         5.      NOTICE OF TERMINATION AND DATE OF TERMINATION.
Any termination of this Agreement as contemplated by Section 4
hereof shall be communicated by written "Notice of Termination"
by the terminating party to the other party hereto.  Any "Notice
of Termination" pursuant to Subsection 4(A) shall indicate the
specific provisions of this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to
provide a basis for such termination.  For purposes of this
Agreement, "Date of Termination" shall mean the date specified in
the Notice of Termination; provided, however, that if within
thirty (30) days after any such Notice of Termination is given,
the party


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receiving such Notice of Termination notifies the other party
that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally
resolved, either by mutual agreement of the parties or by a final
judgment, order or decree of a court of competent jurisdiction
(the time for appeal therefrom having expired and no appeal
having been perfected).

         6.      REPRESENTATIONS AND WARRANTIES.

                 (A)      Consultant represents and warrants to
the Company hereto that:  (a) she has the full power and
authority to execute, deliver and perform this Agreement, and
that she has taken all actions necessary to secure all approvals
required in connection herewith; (b) this Agreement has been duly
executed and delivered by her and constitutes her valid and
binding agreement, enforceable against her in accordance with its
terms; and (c) the execution, delivery and performance of this
Agreement and the consummation of the transaction contemplated
hereby will not, with the passage of time or the giving of notice
or both, violate or conflict with, constitute a breach of or
default under, result in the loss of any material benefit under,
or permit the acceleration of or entitle any party to accelerate
any obligation under or pursuant to, any material mortgage, lien,
leases, agreement, instrument, order, arbitration award, judgment
or decree to which she is a party or by which she or any of her
assets are bound.

                 (B)      The Company hereby represents and
warrants to Consultant that:  (a)  this Agreement has been duly
authorized, executed and delivered by it, and constitutes the
valid and binding agreement of the Company, enforceable against
it in accordance with its terms; (b) it has the full power and
authority to execute, deliver and perform this Agreement and has
taken all actions necessary to secure all approvals required in
connection herewith; and (c) the execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated hereby will not, with the passage of
time or the giving of notice or both, violate or conflict with,
constitute a breach of or default under, result in the loss of
any material benefit under, or permit the acceleration of or
entitle any party to accelerate any obligation under or pursuant
to, its Articles of Incorporation or By-Laws or any material
mortgage, lien, lease, agreement, instrument, order, arbitration
award, judgment or decree to which the Company is a party or by
which it or any of its assets are bound.


         7.      RESTRICTIVE COVENANTS.  Consultant agrees to be
bound by and subject to Sections 6.7, 6.8 and 6.9 of the Merger
Agreement to the same extent as Neal Fohrman is bound thereby
except that, as to Consultant, the duration of the "Noncompete
Period" shall be equal to the duration of the Term hereunder.


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         8.      NOTICES.  For purposes of this Agreement, notices
and all other communications provided for herein shall be in
writing and shall be deemed to have been given when delivered or
mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

         If to Consultant:     Carol Glickman
                               c/o Kopple & Klinger
                               2029 Century Park East
                               Suite 10210
                               Los Angeles, California  90067
                               Attn:  Robert C. Kopple, Esq.

         If to the Company:    The Red Calliope & Associates, Inc.
                               13003 South Figueroa Street
                               Los Angeles, California  90061
                               Attention:  President

or to such address as either party hereto may have furnished to
the other party in writing in accordance herewith, except that
notices of change of address shall be effective only upon
receipt.

         9.      GOVERNING LAW.  The validity, interpretation, and
performance of this Agreement shall be governed by the laws of
the State of California without giving effect to the conflicts of
laws principles thereof.

         10.     MODIFICATION.  No provision of this Agreement may
be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
Consultant and the Company.  No waiver by either party hereto at
any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of
dissimilar provisions or conditions at the same or any prior
subsequent time.  No agreements or representation, oral or
otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not set forth
expressly in this Agreement.

         11.     SEVERABILITY.  The invalidity or unenforceability
of any provisions of this Agreement shall not affect the validity
or enforceability of any other provisions of this Agreement which
shall remain in full force and effect.

         12.     COUNTERPARTS.  This Agreement may be executed in
one or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the
same agreement.

         13.     ASSIGNMENT.  This Agreement is personal in nature
and neither party hereto shall, without consent of the other,
assign or transfer this Agreement or any rights or obligations
hereunder;


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provided, however, that nothing herein shall limit Consultant
from assigning or transferring, by pledge, creation of a security
interest or otherwise, any or all of Consultant's right to
receive the Compensation provided in Section 2(A) hereof.

         14.     ENTIRE AGREEMENT.  This Agreement, together with
that certain Voting Agreement of even date herewith and that
certain Disbursement Agreement of even date herewith, as to each
of which Consultant is a party, constitute the entire agreement
between the parties hereto and supersede all prior agreements, if
any, understandings and arrangements, oral or written, between
the parties hereto with respect to the subject matter hereof.

         15.     ATTORNEYS' FEES.  If any action shall be brought
by either party hereto to enforce the provisions of this
Agreement, the prevailing party shall be entitled to receive
reasonable attorneys' fees and costs from the losing party in
such action.

         IN WITNESS WHEREOF, Consultant has executed and delivered
this Agreement, and the Company has caused this Agreement to be
executed and delivered, all as of the day and year first above
set forth.

                          THE RED CALLIOPE AND ASSOCIATES, INC.



                          By:                                   
                              ----------------------------------
                          Its:
                                                               
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                          Attest:
                                 -------------------------------
                          Its:
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                                  [CORPORATE SEAL]




                                                          (SEAL)
                               ---------------------------      
                                  CAROL GLICKMAN


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