Sample Business Contracts

Consulting Agreement - Parlux Fragrances Inc. and Cambridge Development Corp.

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                              CONSULTING AGREEMENT

         This Consulting Agreement (hereinafter "Agreement")dated as of
November 1, 1999, between PARLUX FRAGRANCES, INC., a corporation organized and
existing under the laws of the State of Delaware (hereinafter "Corporation")and
CAMBRIDGE DEVELOPMENT CORPORATION, 14 Vanderventer Avenue, Port Washington, New
York 11050 (hereinafter "Consultant"), and Albert F. Vercillo (hereinafter
"Vercillo"), the President of Consultant residing at 74 Summit Road, Port
Washington, New York 11050. Collectively hereinafter referred to as "Parties".

         WHEREAS, Corporation, Consultant and Vercillo are parties to a
Consulting Agreement dated April 1, 1997 and Consulting Agreement Amendment
dated December 1, 1998 which are hereby terminated without liability to either

    WHEREAS, the parties wish to enter into a new Consulting Agreement under
revised terms and conditions set forth herein;

    NOW, THEREFORE, in consideration of the mutual understanding set forth
herein, the Parties agree as follows:

1. Consultant's Duties: The Corporation hereby engages the Consultant as its
business and financial consultant. Subject at all times to the control and
direction of the Corporations's Chief Executive Officer, Chief Operating Officer
and Chief Financial Officer (hereinafter Management), the Consultant shall have
the duties as the general advisor and consultant to Management on all matters
pertaining to the business and to render all other services relevant thereto.
The Consultant, by Vercillo, shall perform all other duties that may be
reasonably assigned to it by Management provided said duties be consistent with
the prestige and responsibility of Vercillo's position. The Consultant shall,
through its agents, servants and employees, devote its best efforts at all times
necessary to perform its duties and to advance the Corporation's best interests,
subject to reasonable vacations. The Consultant and the Corporation acknowledge
that the Consultant and its agents, servants and employees have other business
interests and shall not be required to devote its exclusive time and attention
to the performance of its duties hereunder.

2. Term: Unless sooner terminated as provided in Section 7 below, this Agreement
shall be for a term of three (3)years


                              CONSULTING AGREEMENT
                                     Page 2

and seven (7)months commencing as of November 1, 1999 and ending on May 31,
2003; provided however, that the term of this Agreement shall be automatically
extended on the same terms and conditions for a one year period and from year to
year thereafter unless either the Corporation or the Consultant shall give
written notice of the termination of this Agreement to the other at least six
(6)months prior to the expiration of said term or extended term.

3. Compensation: For all services rendered by the Consultant under this
Agreement, the Corporation shall pay to Consultant as compensation the sum of
$84,000 per annum, payable in equal bi-weekly installments of $3,230.76 for the
period from November 1, 1999 to May 31, 2000; thereafter, effective June 1, 2000
Consultant's compensation shall be increased to $96,200 per annum payable in
equal bi-weekly installments of $3,700.00.

4. Health and Life Insurance: The Corporation shall, at no cost to the
Consultant or Vercillo, provide Vercillo with full health insurance, basic,
major medical and dental as well as group life insurance. Said coverage shall be
identical to that afforded the Corporation's Management.

5. Expenses: Consultant will be reimbursed by the Corporation for all reasonable
business expenses incurred by the Consultant in the performance of its duties.
Said reimbursement shall be made no less frequently than monthly upon submission
by the Consultant of a written request for same.

6. Stock Options (Warrants): Vercillo shall be granted non qualified stock
options (warrants)to purchase 30,000 shares of Corporation's common stock at an
exercise price of $2.25 per share being the closing price of the shares of
common stock on November 1, 1999. The options (warrants)shall be exercisable at
the rate of 10,000 on May 31, 2001, 10,000 on May 31, 2002 and 10,000 on May 31,
2003. Each option (warrant)shall be exercised within a period of ten (10)years
after the date of the grant unless earlier terminated in accordance with its
terms or those of this Agreement. The rights of Vercillo with respect to any
stock option (warrant)granted to Vercillo shall be determined exclusively by
the plans and agreements relating to the options (warrants)and this Agreement
shall not affect, in any way, the rights and obligations of the plans and

7. Early Termination: The Corporation may terminate the


                              CONSULTING AGREEMENT
                                     Page 3

Consultant's relationship under this Agreement prior to the expiration of the
term set forth in Section 2 above only under the following circumstances:

       i.    Death.  Upon the death of Vercillo.

       ii.   Disability. If, as a result of Vercillo's
             incapacity due to physical or mental illness,
             Vercillo having been unable to perform his
             duties under this Agreement for a period of six
             consecutive calendar months, then thirty (30)
             days after written notice of termination is
             given to Consultant (which may only be given
             after the end of the six consecutive calendar
             month period)provided that Vercillo has not
             returned to his duties under this Agreement.

      iii.   Cause.  For Cause.  The Corporation shall have
             "Cause" to terminate this Agreement upon
             (a) the willful and continued failure by
             Consultant to substantially perform its duties
             under this Agreement (other than any failure
             resulting from Vercillo's incapacity due to
             physical or mental illness) for thirty (30)
             days after written demand for substantial
             performance is delivered by the Corporation
             specifically identifying the manner in which
             the Corporation believes Consultant has not
             substantially performed its duties, or
             (b) the willful engaging by Consultant or
             Vercillo in misconduct (including embezzlement
             and criminal fraud) which is materially
             injurious to the Corporation, or
             (c) the conviction of Vercillo of a felony.
             For purposes of this paragraph, no act, or
             failure to act, by the Consultant shall be
             considered "willful" unless done or omitted to
             be done, by Consultant not in good faith and
             without reasonable belief that its action or
             omission was in the interest of the
             Corporation.  Consultant shall not be deemed to
             have been terminated for Cause unless and until
             there shall have been delivered to Consultant a
             copy of a resolution, duly adopted by the
             affirmative vote of a majority of the entire
             membership of the Board of Directors (Board) at
             a meeting of the Board called and held for such
             purpose (after a reasonable notice to the
             Consultant and an opportunity for Consultant,
             together with its counsel, to be heard before


                              CONSULTING AGREEMENT
                                     Page 4

             the Board), finding that in the good faith
             opinion of the Board, Consultant was guilty of
             conduct set forth above and specifying the
             particulars of the conduct in detail.

      iv.    Termination by Consultant or Vercillo.
             Consultant or Vercillo may terminate this
             Agreement (a) for Good Reason (as defined
             below) or (b) Vercillo's health should become
             impaired to any extent that makes the
             performance of his duties under this Agreement
             hazardous to his physical or mental health or
             his life, provided that Vercillo shall have
             furnished the Corporation with a written
             statement from a qualified doctor to that
             effect and provided further that at the
             Corporation's request and expense Vercillo
             shall submit to an examination by a doctor
             selected by the Corporation, and the doctor
             shall have concurred in the conclusion of
             Vercillo's doctor.  Consultant shall give the
             Corporation thirty (30) days prior written
             notice of its intent to terminate this

             "Good Reason" means the Corporation has
             had a Change in Control. For purposes of
             this Agreement, a Change in Control means
             the occurrence of an event or series of
             events (whether or not approved by the
             Board) by which any person or other
             entity or group of persons or other
             entities acting in concert as determined
             in accordance with Section 12(d) of the
             Securities Exchange Act of 1934, as
             amended (the "Exchange Act"), whether or
             not applicable, together with its or
             their affiliates or associates shall, as
             a result of a tender offer or exchange
             offer, open market purchases, privately
             negotiated purchases, merger or otherwise
             (including pursuant to receipt of
             revocable proxies) (a) be or become
             directly or indirectly the beneficial
             owner (within the meaning of Rule 13d-3
             and Rule 13d-5 under the Exchange Act,
             whether or not applicable, except that a
             person shall be deemed to have beneficial
             ownership of all securities that such
             person has the right to acquire whether
             such right is exercisable immediately or
             only after the passage of time) of more
             than thirty (30) percent of the


                              CONSULTING AGREEMENT
                                     Page 5

             combined voting power of the then
             outstanding common stock of the
             Corporation or (b) otherwise have the
             ability to elect, directly or indirectly,
             a majority of the Board.

      v.    Notice of Termination.  Any termination of this
            Agreement shall be communicated by written
            Notice of Termination to the other party of this
            Agreement. "Notice of Termination" means a
            notice which indicates the specific termination
            provision in this Agreement relied upon and
            shall set forth in reasonable detail the facts
            and circumstances claimed to provide a basis for
            the termination of the Consultant's retention
            under the provision so indicated.

      vi.   Date of Termination.  Date of termination means
            (a) if the Agreement is terminated by Vercillo's
            death, the date of his death,
            (b) if the Consultant's retention is terminated
            pursuant to subsection 7(iii) (a) above, thirty
            (30) days after Notice of Termination is given
            provided that Vercillo shall not have returned
            to the performance of his duties during the
            thirty (30) day period,
            (c) if the Consultant's retention is terminated
            pursuant to subsection 7(iii) (c) above, the date
            specified in the Notice of Termination after the
            expiration of any cure periods, and
            (d) if the Consultant's retention is terminated
            for any other reason, the date on which Notice
            of Termination is given.

8.  Compensation Upon Termination or During Disability:

      i.    Upon Vercillo's death, the Corporation shall pay
            to the person designated by Consultant in a
            notice filed with the Corporation or, if no
            person is designated, to Vercillo's estate as a
            lump sum death benefit, Consultant's full
            compensation for a period of three months after
            the date of Vercillo's death.  Upon full payment
            of amounts required to be paid under this
            subsection, the Corporation shall have no
            further obligation under this Agreement.

      ii.   During any period that Vercillo fails to perform
            his duties under this Agreement as a result of
            incapacity due to physical or mental illness,


                              CONSULTING AGREEMENT
                                     Page 6

            Consultant shall continue to receive its full
            compensation until the Consultant's relationship
            is terminated pursuant to Section 7(ii) of this
            Agreement, or until Consultant shall receive a
            lump sum of six months' compensation.

      iii.  If the Consultant's retention is terminated for
            Cause as defined in subsection 7(iii), the
            Corporation shall pay the Consultant its
            compensation through the date of termination at
            the rate in effect at the time Notice of
            Termination is delivered and the Corporation
            shall have no further obligation to Consultant
            under this Agreement.

      iv.   If (a) in breach of this Agreement, the
            Corporation shall terminate the Consulting
            relationship other than pursuant to Sections
            7(iii) (b) or 7(iii) (c) (it being understood that
            a purported termination pursuant to Sections
            7(iii) (b) or 7(iii) (c) which is disputed and
            finally determined not to have been proper shall
            be a termination by the Corporation in breach of
            this Agreement), or (b) the Consultant shall
            terminate the relationship for Good Reason, then

           (1) The Corporation shall pay the Consultant its full compensation
                through the date of termination at the rate then in effect at
                the time Notice of Termination is given
                through the end of the Term;

          (2) In the event of a Change in Control as defined in Section 7(iv),
               the Corporation shall pay Consultant, in a lump sum, an amount
               equal to the greater of (a) twice the amount then due through the
               end of the Term; or (b) two times the annual compensation paid to

          (3) In the event of a Change in Control of the Corporation as defined
               in Section 7(iv) above, the total number of outstanding
               unexercised options (warrants) granted to Consultant under this
               Agreement as well as any previous employment, consultant or other
               agreements, shall be doubled in quantity while retaining the
               original exercise price.

          (4) The Corporation shall pay all reasonable


                              CONSULTING AGREEMENT
                                     Page 7

               legal fees and expenses incurred by Consultant in contesting or
               disputing any such termination or in seeking to obtain or enforce
               any right or benefit in this Agreement.

      v.    Unless the Consultant is terminated for Cause,
            the Corporation shall maintain in full force and
            effect, for the continued benefit of Consultant
            for the greater of the remaining term of this
            Agreement or eighteen (18) months after
            termination of this Agreement, all health and
            hospitalization plans and programs in which
            Consultant was entitled to participate in
            immediately prior to the Date of Termination as
            defined in Section 4 of this Agreement, provided
            that Consultant's continued participation is
            possible under the general terms and provisions
            of the plans and programs.  If Consultant's
            participation in any plan or program is barred,
            the Corporation shall arrange to provide the
            Consultant with benefits substantially similar
            to those which Consultant would otherwise have
            been entitled to receive under the plan and
            program from which his continued participation
            is barred.

9. Savings Clause: The determination that any provision of this Agreement is
unenforceable shall not terminate this Agreement or otherwise affect the other
provisions of this Agreement, it being the intention of the parties hereto that
this Agreement shall be construed to permit the equitable reformation of such
provision to permit the enforcement thereof, if possible, and otherwise to
permit the enforcement of the remaining provisions of this Agreement as if such
unenforceable provision were not included herein.

10. Equitable Relief: The parties hereto agree and declare that legal remedies
may be inadequate to enforce the provisions of this Agreement and that equitable
relief, including specific performance and injunctive relief, may be used to
enforce the provisions of this Agreement.


                              CONSULTING AGREEMENT
                                     Page 8

11. Notices: Any notice required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given and received on the
date when personally delivered or deposited in the United States Mail,
registered postage prepaid, addressed:

       a.  if to the Corporation to:
           Mr. Ilia Lekach
           Parlux Fragrances, Inc.
           3725 S.W. 30th Avenue
           Fort Lauderdale, FL 33312

       b.  if to the Consultant or Vercillo to:
           Mr. Albert Vercillo
           74 Summit Road
           Port Washington, NY 11050

or to such other address as the Corporation or the Consultant may designate in

12. Amendments: This Agreement may be amended or modified only by a writing.

13. Governing Law: This Agreement shall be governed and construed under the laws
of the State of Florida.

14. Entire Agreement: This Agreement constitutes the entire Agreement between
the Consultant, Vercillo and the Corporation, with respect to its subject
matter, and all prior and other agreements between them, oral or written
concerning the same subject matter are merged into this Agreement and thus

15. Survival of Covenants: Any of the provisions in this Agreement which would
by their terms continue after the termination of this Agreement shall be deemed
to survive such termination.

16. Assignability and Binding Effect: This Agreement shall be binding upon and
inure to the benefit of the Corporation and its successors and assigns. This
Agreement may not be assigned by either party without the written consent of the
other party hereto.


                              CONSULTING AGREEMENT
                                     Page 9

    IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the date first written above.

                       PARLUX FRAGRANCES, INC.

                       By: /s/ Ilia Lekach
                            Ilia Lekach, Chief
                            Executive Officer


                       By: /s/ Albert F. Vercillo
                            Albert F. Vercillo, President
                            and Albert F. Vercillo