EXHIBIT 10.13
CONSULTING AND REPRESENTATION AGREEMENT
WHEREAS, Quest Products Corporation ("Quest") is in the process of
finalizing its development of a new patented line of sunglasses which change
colors when the back lens is rotated; and
WHEREAS, Quest seeks to obtain consultation and expertise in the area of
developing, manufacturing and distributing sunglass products in the United
States and abroad and;
WHEREAS, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇, principals of Opsales, Inc.,
have expertise in the areas of developing, manufacturing and distributing
sunglass products in the United Sates and abroad; and
WHEREAS, Quest desires to engage ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ as
consultants to render such expertise to Quest and Opsales, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
▇▇▇▇ ▇▇▇▇▇▇▇▇ are willing to provide such consulting services to Quest and to
aid Quest in the representation of its sunglass products within the United
States and abroad; and
WHEREAS, Quest and Opsales have previously entered into a Letter Agreement
dated May 18, 2000 with respect to certain glazing operations and work which
Opsales has agreed to perform for Quest on an exclusive basis.
NOW, THEREFORE, Quest, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ agree as follows:
1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ agree to provide consulting
services to Quest in the area of developing, manufacturing and distributing
Quest's full line of sunglass products for the term of this agreement which
shall commence on the date of
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execution hereof by all parties and shall continue for a period of three (3)
years, unless the parties mutually agree to extend the consulting portion of
this agreement.
2. During the term of this agreement, Quest agrees to pay consulting
fees to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ as follows:
(i) an initial one-time payment of two thousand five hundred
dollars ($2,500.00) each to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇; and
(ii) a monthly payment in the amount of one thousand dollars
($1,000.00) each to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇; and
(iii) an option to purchase one million (1,000,000) shares of
Quest's common stock which shall be granted to both ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇
▇▇▇▇▇▇▇▇ at the price of nine cents ($.09) per share which option shall expire
on June, 30, 2003.
3. During the term of this Consulting Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
▇▇▇▇ ▇▇▇▇▇▇▇▇ agree to make themselves reasonably available to Quest and its
corporate officers to assist Quest in design and development issues,
manufacturing issues and planning for the distribution of the Quest line of
sunglasses.
These consulting services shall include, at Quest's request and their
availability, participation by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ at
presentations arranged by Quest to investors and potential investors in the
Quest company.
4. It is understood and agreed that either Quest or the Friedmans may
terminate this Consulting Agreement at any time upon providing six (6) months
written notice to the other side.
5. In addition to the consulting services set forth herein, the Fried
mans agree to represent Quest's full line of sunglass products within the United
States and abroad on
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the following terms and conditions:
(i) The ▇▇▇▇▇▇▇▇'▇ representation rights for Quest's full line of
sunglass products shall be on a non-exclusive basis and Quest must specifically
agree in advance to distribute both the market for distribution, the price point
for the product, and the method and distribution; and
(ii) Quest agrees to pay ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ a
commission of not less than three percent (3%) nor more than eight percent (8%)
of Quest's selling price for all Quest sunglass products distributed and sold by
or through the efforts of the Friedmans, depending upon the type of account
(distributor or retailer) and the margin of profit, all of which will be
mutually agreed upon by the ▇▇▇▇▇▇▇▇'▇ and Quest. The payment of any commission
to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be made only from the collection and
receipt by Quest of the sales price for the products distributed by them,
represented by gross sales less returns.
It is expressly agreed between the parties that all revenues
realized as a result of the sale of Quest sunglass products which are
represented by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be collected only by
Quest and its agents and representatives, including any factor with whom Quest
may choose to do business.
The Friedmans shall have no control over or interest in the sales
price or accounts receivable guaranteed by Quest's sale of sunglass products
represented by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ except for the entitlement to
receive payment by Quest of any commission.
6. The term of the Representation Agreement shall be three (3) years
from the date of execution hereof provided, however, that either side may
terminate the
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Representation Agreement upon six (6) months written notice to the other side.
7. This Agreement shall be governed by the laws of the State of New
York.
8. Any dispute arising out of this Agreement shall be settled by
arbitration before a single arbitrator designated by the American Arbitration
Association, Nassau County Office, and the cost of any such arbitration shall be
borne by the losing party.
9. This Agreement shall be binding upon Quest, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
▇▇▇▇ ▇▇▇▇▇▇▇▇ as well as their successors and assigns and this Agreement may
only be terminated upon the written consent of both Quest and the Friedmans.
QUEST PRODUCTS CORPORATION
By:/S/:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chairman and CEO
Date: June 17, 2000
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
/S/: /S/:
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DATE: June 19, 2000 DATE: June 19, 2000
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