EXHIBIT 10.19
[Letterhead of
Jaffoni & Xxxxxxx
Incorporated]
September 2, 1999
Xx. Xxxxx X. Xxxxx
President and Chief Executive Officer
Famous Fixins, Inc.
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Dear Xxxxx:
This letter confirms the terms and conditions of our agreement that effective
September 3, 1999 Jaffoni & Xxxxxxx Incorporated has been engaged by Famous
Fixins, Inc. ("The Company") as investor relations counsel.
1. Our principal responsibilities will be to use our best efforts to: (i)
develop and implement programs designed to achieve those objectives we jointly
arrive at with respect to investor relations and financial relations; (ii)
advise you with respect to investor relations and financial policies,
opportunities and problems; and (iii) at your request, provide additional
services for special projects.
2. Our compensation for all basic services under (i) and (ii) above shall
be (a) $2,500 per month, payable on the first of each month (and prorated for
any portion of a month) and (b) the grant of warrants to purchase 125,000
shares of Famous Fixins, Inc. Common Stock, exercisable at $0.34 per share
(today's closing price), including piggyback registration rights as to the
underlying Famous Fixins shares, subject to any deferral requested by an
investment banking firm conducting a distribution of the Company's securities
to which deferral management also consents, vesting as follows: 25,000 shares
upon signing of the agreement and 25,000 shares at the close of each
subsequent three-month period for which the agreement remains in effect
(November 30, 1999, February 28, 3000, May 31, 2000 and August 31, 2000). It
is agreed that should you utilize Jaffoni & Xxxxxxx Incorporated's services in
connection with a significant merger or acquisition of the Company or in a
crisis communications situation, staff time shall be paid on an hourly basis
at the rate of one and one-half times the regular hourly billing rate of the
professionals involved. We will invoice you monthly for the previous month's
expenses.
3. You agree to reimburse us for all reasonable out-of pocket disbursements
made in the performance of our duties under this agreement. Expenses outside
of news announcement distribution that exceed $250.00 will require prior
written approval by Famous Fixins. Certain disbursements to suppliers, such
as slide and print production, conference calls, bulk mail distribution, etc.
will be charged to you with a standard handling charge of 17.65%. Other
items, such as travel, meals, messengers and Business Wire will be rebilled to
you at cost, subject to your reasonable approval.
4. You agree to indemnify, defend and hold us harmless from and against any
and all losses, claims, damages, expenses or liabilities (including reasonable
attorneys' fees) to which we may become subject arising in any way out of the
proper performance of our duties or relating to information, representations,
reports or data you have furnished to us.
5. For a period of two years after the expiration of this agreement, you
agree not to employ, hire or solicit the employment of, or recommend to others
the employment of, any person employed by us without our prior consent. This
limitation shall terminate with respect to any such person two years after the
termination of such person's employment with us.
6. This agreement shall be for a term of one (1) year from the date hereof
and shall be renewable, subject to signed written agreement of the parties, on
similar terms except as for the warrants, for successive one year periods at
the then current monthly cash service fee plus 10%, unless either party
notifies the other in writing, at least 60 days prior to the expiration date,
of its desire not to renew. In the event you are acquired or merged into
another company involving at least 50% of the Company's assets or stock,
Jaffoni & Xxxxxxx Incorporated shall be entitled to immediate, full vesting of
all warrants under this contract and twelve times the then monthly service fee
as well as any other fees we may be entitled to receive under paragraph 2.
The agreement is cancelable at any time by any party for cause, or without
cause, on sixty days notice.
7. You agree to recognize Xxxxxxx & Xxxxxxx as a "finder" and support JCI
in its efforts to receive appropriate "finder's fees" in the event Jaffoni &
Xxxxxxx directly introduces Famous Fixins or its affiliates to investment
banking firms, institutions or individuals, when such introductions lead to
completed transactions, including capital raisings and/or acquisitions as a
result thereof within 18 months of such introduction, or when an agreement for
such transaction has been signed within one year of such introduction, but has
not closed within 18 months of such introduction.
8. Any controversy or claim arising out of or relating to this agreement,
its validity or the breach thereof, shall be determined by arbitration in New
York, New York, before a single arbitrator in accordance with the rules of the
American Arbitration Association, and judgment upon the award rendered may be
entered in any court having jurisdiction.
Please acknowledge your acceptance of this agreement by signing in the space
provided below.
With best regards,
JAFFONI & XXXXXXX INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
ACCEPTED:
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, President and Chief Executive Officer
Date: September 7, 1999
