FAMOUS FIXINS CORPORATION
MEDIA TRADE PROGRAM
This agreement, when executed by both parties shall form a mutual sales
agreement between Famous Fixins (hereinafter referred to as "FF"), with offices
at 250 West 57th street New York, NY 10107, and SKR Resources, Inc.
(hereinafter referred to as "SKR") with offices at 155 Northfield Avenue,
Edison, New Jersey 08828 upon the following terms and conditions:
1. Upon the effective date of this agreement, FF hereby sells, indemnifies
and transfers title to SKR $457,104 in product as listed on the attached
Schedule A (which list is included herein by reference as if fully set out
verbatim and shall constitute a bit of sale for the goods). The product sold by
FF hereunder is new, first quality merchandise and shall be subject to FF's
regular warrantees and guarantees, including, but not limited to, the implied
warranty of merchantability. FF represents it is the true and lawful owner of
the products sold herein by it and the products are free of any claim, whenever
raised, including reasonable attorney's fees arising out of or in connection
with the manufacture, sale and/or use of the product herein sold to SKR. SKR
must approve, in writing, the settlement of any claim made against SKR.
2. In full payment for the purchase hereunder SKR hereby establishes a
trade credit for the benefit of FF in the amount of $457,104. The trade credit
shall be utilized and reduced in accordance with the terms and conditions of
this agreement. All placements of orders against the trade credit shall be
subject to (1) each supplier's standard terms and conditions and (2) where
applicable, the terms and conditions of the contracts between SKR and the
suppliers, including, but not limited to, restrictions on trade credit sales to
customers with a cash purchase history. All resale purchases from SKR by IPC
hereunder shall be non-commissionable to FF, its advertising agency or any
third party.
3. FF shall segregate and warehouse all the products it has sold and
identified hereunder within ten (10) days of the execution of this agreement
without cost to SKR. FF shall, at its expense, insure all of the products in an
amount equal to their total price to SKR and shall, upon request, furnish to
SKR satisfactory evidence of such insurance. FF shall provide the product
F.O.B. Joplin, Mo. In accordance with SKR's orders, within ten (10) days of any
such order, and provide SKR proof of shipment immediately upon shipping the
requested products, including, without limitation, bills of lading and packing
lists. There shall be no restrictions on the resale of the product(s) by SKR.
<PAGE>
4. FF may utilize its trade credit to purchase network and/or spot
television, network and/or local cable television, network and/or spot radio,
consumer and/or trade magazines, out of home media and internet advertising,
goods and services such as warehousing, hotel rooms, airline tickets office
equipment on a barter basis, at rates which shall be mutually agreed to between
FF and SKR prior to placement. The mutually agreed to rate(s) for media shall
be deducted from FF's trade credit upon utilization by FF. FF shall advise SKR
of its network and/or spot television, network and/or spot radio, network and/
or local cable television, consumer and/or trade magazines, out of home media
and internet advertising requirements and, where possible, SKR will offer to
provide them from SKR's inventory. FF shall notify SKR of the acceptance of any
quote and shall be free to elect or not to elect to place any particular order
after receiving the quotation price from SKR.
5. SKR shall invoice FF for all placements hereunder and shall provide
affidavits of performance or other appropriate documentation of performance. FF
agrees to notify SKR, in writing, regarding the credit IPC intends to utilize.
SKR shall have thirty (30) days to respond to FF's request.
6. FF shall indemnify and hold SKR harmless from any and all claims,
losses, damages, liabilities or expenses, including reasonable attorney's fees,
resulting from, arising out of or in connection with the reproduction,
broadcast or publication of any advertising delivered to any third party by SKR
upon the request of FF or its agents.
7. This agreement is a final, complete and integrated expression of the
contract between the parties and no representations; promises or statements
were made or relied upon by either party other than those contained herein. Any
alterations to this agreement must be in writing, signed and accepted by both
parties. Any waiver by a party of any of its rights or remedies hereunder shall
not be deemed a waiver of any other right or remedy hereunder nor shall the
failure or delay in demanding a right or exercising a remedy hereunder
constitute a waiver of any right or remedy. Should any provision of this
agreement be deemed invalid, the same shall not be considered to invalidate the
entire agreement, but only that particular clause involved.
8. This agreement may not be assigned by one party hereto without the
express written consent of the other, which consent shall not be unreasonably
withheld. The undersigned hereby warrant that they have the express and
unqualified authority to bind their respective corporations to this agreement.
9. This agreement does not constitute either party a partner, agent or
joint venture of the other party. The parties hereby are independent
contractors each to the other, and neither party shall have, nor represent that
it has, any power, right or authority assumed or implied, on behalf of the
other except as herein set forth.
<PAGE>
10. This agreement shall be governed and construed in accordance with the
laws of the State of New York. The parties do hereby consent to the exclusive
jurisdiction and venue of the courts located in New York to hear and decide any
disputes arising out of or in connection with this agreement. Any notices to be
given under this agreement shall be sent certified mail, return receipt
requested, or delivered in person to the addresses set forth herein for FF and
SKR or at such addresses as each may designate.
11. This agreement shall remain in full force and effect for thirty-six
(36) months after approval by SKR and, upon request in writing, prior to the
expiration of the original term, FF may extend the agreement for an additional
twelve (12) months. Upon expiration of the original or extended term, any
remaining trade credit then owed FF shall be null and void and have no further
effect.
12. This agreement may be executed in one or more counterparts, each of
which shall be deemed an original.
13. This agreement shall not become effective unless and until it is
accepted and approved by a duly authorized officer of SKR. Upon such acceptance
and approval, a fully executed copy of this agreement shall be returned to FF
for its files.
ACCEPTED & APPROVED ACCEPTED & APPROVED
/s/ /s/
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SKR RESOURCES, INC. FAMOUS FIXINS CORP.
3-13-00 3/13/00
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Date Date
