INTERIORS, INC.
000 XXXXXXXXXX XXXXXX
XX. XXXXXX, XX 00000
February 7, 1997
BH Funding, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Consulting Agreement
Gentlemen:
This Agreement is to confirm our understanding with respect to the
rendering by you (the "Consultant") of certain consulting services to Interiors,
Inc. ("Interiors"), upon the terms and conditions set forth below.
1. Payment by Interiors. As full and total consideration for the
services provided by you to Interiors, Interiors shall issue to you one hundred
thousand (100,000) shares of Interiors Series A Convertible Preferred Stock, par
value $.01 per share (the "Preferred Stock"), and one hundred thousand (100,000)
shares of Interiors Common Stock, par value $.001 per share (the "Common Stock")
for services rendered hereunder. Interiors shall cause the Preferred Stock and
the Common Stock to be issued to Consultant on the date hereof.
2. Consultant's Obligations.
(a) Consultant agrees to provide Interiors with such consulting
services as requested by Interiors relating to the capital structure to the
Company's relationship with Decor Group, Inc. ("Decor"), integration and
assimilation of Artisan House, Inc. ("Artisan"), into and with Decor,
finalization of the acquisition by Decor of Artisan, and the appraisal and
valuation of Decor's securities held by the Company. Consultant agrees to
provide consulting services to Interiors during the term of this agreement, and
to utilize the best of his ability and experience at all times and to loyally
and conscientiously perform all the duties and obligations required of him
expressly or implicitly by the terms of this Agreement.
(b) Consultant acknowledges that all information, documents, customer
lists, patents, trademarks, copyrights, materials, specifications, business
strategies or any other ideas which directly relate to the business of Interiors
(referred to herein as "Confidential Information") whether prepared or generated
by Consultant, or Interiors pursuant to this Agreement or otherwise in the
possession or knowledge of Consultant prior to the date hereof or coming into
possession or knowledge of Consultant during the term of this Agreement shall be
the exclusive, confidential property of Interiors, except to the extent
expressly authorized in writing by Interiors for
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dissemination. From the effective date of this Agreement through and including
the twenty-fourth months following the termination of this Agreement or any
extension thereof (the "Restricted Period"), Consultant shall not disclose any
of such Confidential Information to any third party without the prior written
consent of Interiors and shall take all reasonable steps and actions necessary
to maintain the confidentiality of such Confidential Information.
(c) Consultant recognizes that the services to be performed by him
hereunder are special, unique and extraordinary. The parties confirm that it is
reasonably necessary for the protection of Interiors that Consultant agree, and
accordingly, Consultant does hereby agree, that he shall not, directly or
indirectly, at any time during the Restricted Period engage in any way or be
related to the business of creating, manufacturing, distributing or selling
products that are competitive to those offered by Interiors and its
subsidiaries, either on his own behalf or as an affiliate, consultant, employee,
owner, agent, independent contractor, or co-venturer of any third party;
(d) Consultant agrees that he shall not, directly or indirectly, at
any time during the Restricted Period:
(i) employ or engage, or cause or authorize, directly or
indirectly, to be employed or engaged, for or on behalf of himself or
any third party, any employee or agent of Interiors; or
(ii) solicit any customers or suppliers of Interiors.
3. Term of Agreement. Interiors hereby agrees to retain Consultant to
act in a consulting capacity to Interiors and Consultant hereby agrees to
provide personal consulting services to Interiors, commencing on the date hereof
and ending on the seventh anniversary of the date hereof (the "Termination
Date"), unless mutually consented to in writing.
4. Status as Independent Contractor. Consultant's engagement
pursuant to this Agreement shall be as independent contractor and not as an
employee, officer or other agent of Interiors. Neither party to this Agreement
shall represent or hold itself out to be the employer or employee of the other.
5. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York, without regard to
principles of conflicts of law, and the parties irrevocably agree to submit any
controversy or claim arising out of or relating to this Agreement to binding
arbitration conducted in the State of New York, City of New York, in accordance
with the rules of the American Arbitration Association in New York City. This
Agreement may be executed simultaneously in counterparts, each of which will be
deemed to be an original but all of which together will constitute one and the
same instrument. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect. This Agreement
contains the entire understanding of the parties hereto with respect to its
subject matter. This Agreement may be amended only by a written instrument duly
executed by the parties.
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If this Agreement accurately reflects your understanding of our
agreement, kindly sign the enclosed copy of this letter on the space provided
below and return it to me at your earliest convenience.
Very truly yours,
Interiors, Inc.
/s/ Xxx Xxxx
_______________________
Xxx Xxxx
Chairman of the Board
Agreed to and Accepted as of
the Date First Written Above:
BH FUNDING, LLC
By: /s/ Xxxxxxxx Xxxx
_____________________________
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