Sample Business Contracts

Consulting Agreement - Parlux Fragrances Inc. and Cosmix Inc.

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                     CONSULTING AGREEMENT

This Consulting Agreement (hereinafter "Agreement") dated as of May 1, 2002,
between PARLUX FRAGRANCES, INC., a corporation organized and existing under the
laws of the State of Delaware (hereinafter "Corporation") and COSMIX, INC. 333
East 69th Street, New York 10021 (hereinafter "Consultant"), and Frederick E.
Purches (hereinafter "Purches"), the President of Consultant residing at 333
East 69th Street New York, New York 10021. Collectively hereinafter referred to
as "Parties".

WHEREAS, Corporation, Consultant and Purches are parties to a Consulting
Agreement extending through March 31, 2003 which is hereby terminated without
liability to either party.

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 Purches, 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 Purches'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 and eleven (11) months
commencing as of May 1, 2002 and ending on March 31, 2006; 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
$125,000 per annum, payable in equal bi-weekly installments of $4,807.69.

4.  Health and Life Insurance: The Corporation shall, at no cost to the
Consultant or Purches, provide Purches 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.


                              CONSULTING AGREEMENT
                                     Page 2

6.  Stock Options (Warrants): Purches shall be granted non qualified stock
options (warrants) to purchase 30,000 shares of Corporation's common stock at an
exercise price of $1.86 per share being the closing price of the shares of
common stock on April 30, 2002. The options (warrants) shall be exercisable at
the rate of 10,000 on March 31, 2004, 10,000 on March 31, 2005 and 10,000 on
March 31, 2006. 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 Purches with respect to
any stock option (warrant) granted to Purches 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 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 Purches.

                  ii. Disability. If, as a result of Purches's incapacity due to
                  physical or mental illness, Purches 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 Purches 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 Purches'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 Purches in misconduct (including embezzlement
                  and criminal fraud) which is materially injurious to the
                  Corporation, or (c) the conviction of Purches 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 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.


                                     CONSULT1NG AGREEMENT
                                            Page 3

                  iv. Termination by Consultant or Purches. Consultant or
                  Purches may terminate this Agreement (a) for Good Reason (as
                  defined below) or (b) Purches'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 Purches 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 Purches shall submit to an examination by
                  a doctor selected by the Corporation, and the doctor shall
                  have concurred in the conclusion of Purches's doctor.
                  Consultant shall give the Corporation thirty (30) days prior
                  written notice of its intent to terminate this agreement.

                  "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 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 Purches'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 Purches 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.


                              CONSULTING AGREEMENT
                                     Page 4

8.  Compensation Upon Termination or During Disability:

         i.       Upon Purches'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 Purches's
                  estate as a lump sum death benefit, Consultant's full
                  compensation for a period of six (6) months after the date of
                  Purches'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 Purches fails to perform his duties
                  under this Agreement as a result of incapacity due to physical
                  or mental illness, 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'

         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 Consultant.

                  (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 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.


                              CONSULTING AGREEMENT
                                     Page 5

          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.

11. Notice: 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

                    b. if to the Consultant or Purches to: Mr. Frederick Purches
                    333 East 69th Street New York, New York 10021

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, Purches 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 extinguished.


                              CONSULTING AGREEMENT
                                     Page 6

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.

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

              COSMIX INC

              By: /s/ Frederick E. Purches
                      Frederick E. Purches, President
                      and Frederick E. Purches Individually