SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Date of Report (Date of Earliest event reported):
May 28, 1998
FUN TYME CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
New York O-27542 11-3157259
State of Commission File IRS Employer
Incorporation Number. Identification No.
290 Wild Avenue
Staten Island, NY 10314
Address of principal executive offices
Registrant's telephone number, including area code (718) 761-6100
None
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant.
On May 28, 1998, the Registrant entered into a stock purchase agreement
(the "Acquisition") with Play Co. Capital Corp., a Delaware corporation, BBS
Holdings, LLC ("BBS Holdings"), a limited liability company organized under the
laws of the state of Delaware, the members of BBS Holdings, Anthony DiMatteo, an
individual residing at 110H Dinsmore Street, Staten Island, New York 10341
("DiMatteo") and LD Trust, a trust formed under the laws of the state of
Delaware, CAT L.L.C., a limited liability company and RICH L.L.C., a limited
liability company, whereby, BBS Holdings acquired an aggregate of 8,152,000
shares or approximately 81.6% of Registrant's common stock, par value $.001 per
share (the "Common Stock"), of which Registrant issued 7,230,000 shares directly
to BBS Holdings in exchange for all of the outstanding shares of Play Co.
Capital Corp. ("PCC"). Simultaneously therewith, CAT L.L.C and RICH L.L.C
transferred an aggregate of 922,000 shares of Registrant's Common Stock to BBS
Holdings for a 20% ownership interest therein.
PCC owns a 50% interest in Prestige Fine Jewelry, L.L.C., a Delaware
limited liability company and owns the right under a purchase agreement to
purchase Cortina Valley Ski Resort and all personal and real property included
therein.
Prior to the exchange of shares in the Acquisition, Daniel Catalfumo
and Richard Rosso each transferred 461,000 shares of the Registrant's Common
Stock to CAT L.L.C. and RICH L.L.C., respectively, companies owned by Daniel
Catalfumo and Richard Rosso, Officers of the Registrant, respectively.
Presently, inclusive of the shares issued in the acquisition, there are
9,991,965 shares of Registrant's Common Stock outstanding, of which BBS Holdings
owns 8,152,000 or approximately 81.6%, whereby, Registrant has become a
subsidiary of BBS Holdings and PCC has become a wholly owned subsidiary of the
Registrant.
In December 1997, the Company entered into a consulting agreement with
Herbert P. Marks and Russell C. Murawski to provide financial and management
advice and counsel to the Company. Through June 15, 1998, the Company
compensated Messrs. Marks and Murawski $45,000 and $9,182, respectively, under
the agreement. Subsequent to the agreement and in connection with the
Acquisition, Messrs. Marks and Murawski were named as Executive Officers of the
Company, and accordingly, the consulting agreement was terminated, effective
June 1998. Beginning July 1998, the Company will commence compensating Messrs.
Marks and Murawski as Executive Officers of the Company.
In conjunction with the Acquisition, the Registrant's Board of
Directors was expanded from three members to four members, and a vacancy on the
board was filled. The executive Officers and Directors of the Company are as
follows:
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<TABLE>
<CAPTION>
<S> <C> <C>
NAME AGE POSITION
Herbert P. Marks 66 President and Director
Russell C. Murawski 49 Chief Financial Officer and Treasurer
Daniel Catalfumo 41 Chief Operating Officer and Director
Anthony DiMatteo 47 Executive Vice President of Sales
and Marketing and Director
Richard Rosso 41 Executive Vice President of Entertainment and Secretary and Director
</TABLE>
All Directors hold office until the next annual meeting of stockholders or
until their successors are duly elected and qualified. The Executive Officers
are elected annually by the Board of Directors, serve at the discretion of the
Board of Directors, and hold office until their successors are duly elected and
qualified. Vacancies on the Board of Directors may be filled by the remaining
Directors.
Herbert P. Marks was elected as a Director and appointed as president and
Chief Executive Officer of the Company in May 1998. Since March 1997, Mr. Marks
has run The Marks Group, L.L.C. a firm created by Mr. Marks to offer consulting
services to lending institutions and businesses. The services offered by The
Marks Group, L.L.C. include financial and management consulting, loan
restructuring and placement, cash control, asset liquidation, collateral
evaluations, asset monitoring support, on-site field examinations, and the
liquidation of assets securing loans. From July 1993 to March 1997 Mr. Marks was
the Director of Marketing in charge of new business development for Century
Business Credit Corp. Mr. Marks shall devote 90% of his business time to the
affairs of the Company.
Russell C. Murawski was appointed Chief Financial Officer and Treasurer in
May 1998. Since 1993, Mr. Murawski has been President of Princeton Business
Consultants, Inc., a capital, banking, and financial consulting company, which
he founded. Mr. Murawski shall devote 90% of his business time to the affairs of
the Company.
Daniel Catalfumo has been a Director of the Company since its inception in
1993. From the Company's inception until May 1998, he was also the Company's
Chief Executive Officer and President. In May 1998, upon the appointment of
Herbert P. Marks as President, Mr. Catalfumo was named Chief Operating Officer
and Executive Vice President. From 1982 to November 1994, Mr. Catalfumo was the
sole shareholder, Officer, and Director of Professional Tile Contracting Co., a
tile contracting company located in Brooklyn, New York.
Anthony DiMatteo was elected as a director of the Company and appointed
Executive Vice President of Sales and Marketing in May 1998. Since 1972, Mr.
DiMatteo served as Executive Vice President of Sales and Marketing for Four
Color Litho, Inc., a lithograph plating facility servicing the financial and
commercial printing community of New York and New Jersey. From 1992 to 1995, Mr.
DiMatteo served as a director of Leadville Milling & Mining Corp., a Colorado
based gold and silver mining company. Mr. DiMatteo voluntarily resigned his
directorship in 1995. Mr. DiMatteo shall devote 90% of his business time to the
affairs of the Company.
Richard Rosso has been the Secretary and a Director of the Company since
its inception in 1993. From the Company's inception until May 1998, he was also
Treasurer. In May 1998 he was appointed Executive Vice President of
Entertainment and Administrative Coordinator. From 1983 to November 1994, Mr.
Rosso was the owner of Dynamic Dental Labs located in Brooklyn, New York. Mr.
Rosso operated Dynamic Dental Labs, which serviced over 1,000 area dentists for
over ten years.
<PAGE>
The following table sets forth certain information upon the consummation of
the Acquisition, with respect to the beneficial ownership of Common Stock held
by (i) each person known by the Registrant to be the owner of 5% or more of the
outstanding Common Stock; (ii) by each Director; and (iii) by all Officers and
Directors as a group. Except as otherwise indicated below, each named beneficial
owner has sole voting and investment power with respect to the shares of Common
Stock listed:
<TABLE>
<CAPTION>
Title Name and Address Amount and Nature Percentage of
of Class of Beneficial Owner of Beneficial Ownership (1) Class (2)
- -------- ------------------- --------------------------- ---------
<S> <C> <C> <C>
common Daniel Catalfumo (3) 151,365 1.5%
stock c/o Fun Tyme Concepts, Inc.
290 Wild Avenue
Staten Island, New York 10314
common Richard Rosso (4) 6,278 *
stock c/o Fun Tyme Concepts, Inc.
290 Wild Avenue
Staten Island, New York 10314
common Herb Marks 0 *
stock c/o Fun Tyme Concepts, Inc.
290 Wild Avenue
Staten Island, New York 10314
common Anthony DiMatteo (5) 0 *
stock c/o Fun Tyme Concepts, Inc.
290 Wild Avenue
Staten Island, New York 10314
common BBS Holdings, LLC (6) 8,152,000 81.6%
stock c/o Fun Tyme Concepts, Inc.
290 Wild Avenue
Staten Island, New York 10314
common All Officers and Directors 157,643 1.6%
stock as a group (5 persons) (1)-(5)
- ----------------------------------------------------------------------------
* Less than 1%
</TABLE>
<PAGE>
(footnotes from previous page)
(1) Unless otherwise noted, all of the shares shown are held by individuals
or entities possessing sole voting and investment power with respect to such
shares. Shares not outstanding but deemed beneficially owned by virtue of the
right of a person to acquire them within 60 days, whether by the exercise of
options or warrants, are deemed outstanding in determining the number of shares
beneficially owned by such person or group.
(2) The "Percentage Beneficially Owned" is calculated by dividing the
"Number of Shares Beneficially Owned" by the sum of (i) the total outstanding
shares of Common Stock of the Company, and (ii) the number of shares of Common
Stock that such person has the right to acquire within 60 days, whether by
exercise of options or warrants. The "Percentage Beneficially Owned" does not
reflect shares beneficially owned by virtue of the right of any person, other
than the person named and affiliates of the person, to acquire them within 60
days, whether by exercise of options or warrants.
(3) Includes an aggregate of 151,365 shares of Common Stock owned by
members of Mr. Catalfumo's family, of which Mr. Catalfumo disclaims beneficial
ownership. Does not include the shares owned by BBS Holdings, in which a trust
of which Mr.Catalfumo is the trustee and his family is the beneficiary, owns a
10% interest.
(4) Includes 6,278 shares of Common Stock owned by Mr. Rosso's parents, of
which Mr. Rosso disclaims beneficial ownership. Does not include the shares
owned by BBS Holdings, in which a trust of which Mr. Rosso is the trustee and
his family is the beneficiary, owns a 10% interest.
(5) Mr. DiMatteo owns 20% of BBS Holdings, the majority stockholder of the
Company.
(6) Messrs. Catalfumo, Rosso & DiMatteo are managers of BBS Holdings, of
which Messrs. Catalfumo and Rosso represent trusts in which they are the
trustees.
Item 2. Acquisition or Disposition of Assets
On May 28, 1998, in connection with the Acquisition, the Registrant
acquired 100% of PCC, and simultaneously, BBS Holdings acquired approximately
81.6% of the outstanding shares of Registrant. PCC owns (i) a 50% interest in
Prestige Fine Jewelry, LLC ("Prestige"), and (ii) all rights, title, and
interest to a contract (the "Contract") to purchase a lease and certain real and
personal property incorporated in the Cortina Valley Ski Resort in Haines Falls,
New York ("Cortina").
Prestige was formed on April 6, 1998 to become the exclusive marketing
arm for a jewelry, primarily gold, manufacturing business named Prestige Chain,
Inc. ("PCI"), which has its manufacturing facilities in Long Island City, New
York. In May 1998, Prestige entered into an exclusive sales agreement with PCI,
whereby, PCI does the manufacturing of the jewelry and Prestige is the exclusive
sales agent. PCI receives agreed upon prices per piece manufactured and may fund
at time raw materials used by Prestige in its manufacturing. In June 1998,
Prestige entered in a non-exclusive sales agreement with J.K. Limited, Inc.
("JK"), an unaffiliated party, granting JK certain rights to solicit the sale of
jewelry, primarily gold to certain large chain store retailers. The agreement
requires JK to meet certain sales quotes in order to maintain its rights under
the agreement.
In January 1998, PCC acquired the rights to a contract to acquire
Cortina, an existing but non-operating ski resort in upstate New York. The
contract includes the purchase of rights under a lease agreement, inclusive of
the ownership of certain real property. In addition, the purchase contract
includes the rights to all buildings, ski lifts, and other personal property
incorporated in the ski resort. The contract originally provided for a closing
prior to or on July 1, 1998, however, in June 1998, this was extended to July
15, 1998. If the purchase has not consummated by such date, the purchase
agreement shall terminate. The Company, through a wholly-owned subsidiary, ER of
Tannersville, Inc., is currently seeking the funding to consummate the purchase
Cortina.
<PAGE>
Since the Acquisition of PCC and certain other concurrent transactions
resulted in the transfer of an approximate 81.6% controlling interest in the
Registrant to BBS Holdings, the Acquisition will be treated as a purchase
business combination, effective May 28, 1998, that will be accounted for as a
"reverse acquisition" in which the Registrant shall be the legal acquirer and
PCC will be accounting acquirer. Accordingly, the assets and liabilities of PCC
will be accounted for at their historical carrying values and the assets and
liabilities of the Registrant will be valued at their fair values with the
excess of BBS Holdings' cost over the fair value of the Registrant's assets, if
any, allocated to goodwill.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of business being acquired. Shall be filed by
amendment.
(b) Pro Forma Financial Information. Shall be filed by amendment.
(c) Exhibits. The following exhibits are filed herewith pursuant to Item
601 of Regulation S-B of the Securities Act of 1933, as amended, except those
exhibits designated with an asterisk (*), which were previously filed with the
Form 8-K filed with the Securities and Exchange Commission on June 12, 1998, and
those designated with two asterisks (**) which shall be filed in paper format
under Form SE.
<TABLE>
<CAPTION>
<S> <C>
10.25 * Stock Purchase Agreement among Fun Tyme Concepts, Inc.; Play Co. Capital Corp.; BBS Holdings, LLC; the Members of
BBS Holdings, LLC; Cat LLC; and Rich LLC. (Previously filed as Exhibit 10.5 in the Company's Form 8-K filed June
12, 1998).
10.26 * Operating Agreement of Prestige Fine Jewelry LLC. (Previously filed as Exhibit 10.6 in the Company's Form 8-K
filed June 12, 1998).
10.27 Exclusive Sales Agreement between Prestige Fine Jewelry LLC and Prestige Chain, Inc. (Previously referred to as
Exhibit 10.7 in the Company's Form 8-K filed June 12, 1998).
10.28 Sales Agreement between Prestige Fine Jewelry LLC and J.K. Limited, Inc. (Previously referred to as Exhibit 10.8
in the Company's Form 8-K filed June 12, 1998).
10.29 ** Contract to purchase Cortina Mountain Ski Resort. (Previously referred to as Exhibit 10.9 in the Company's Form
8-K filed June 12, 1998).
10.30 Attorney representation confirming modification of Contract to purchase Cortina Mountain Ski Resort.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the Undersigned hereunto duly authorized on the 7th day of July, 1998.
FUN TYME CONCEPTS, INC.
By: /s/ Herbert P. Marks
Herbert P. Marks
President
By: /s/ Russell C. Murawski
Russell C. Murawski
Chief Financial Officer
Exhibit 10.27
AGREEMENT
This Agreement made April 6, 1998 at New York, New York, by
and among Prestige Fine Jewelry LLC, a Delaware limited liability company
("Fine") and Prestige Chain, Inc., a New York Corporation ("Prestige"), and
Zecki Kochisarli, individually ("Zecki").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Prestige agrees to manufacture, on an exclusive basis for Fine, except
as provided below, jewelry consisting of gold and other precious metals in
conformity with designs, specifications and other instructions rendered by Fine
to Prestige from time to time.
2. All jewelry manufactured by Prestige for Fine shall utilize Fine's
materials to be supplied by Fine to Prestige on an as needed basis as determined
by Fine (the "Fine Goods"). All Fine Goods, in all stages of production, shall
be segregated and not commingled with goods of Prestige or others. In order to
determine the amount of replacement of gold necessary for Fine to supply to
Prestige, Prestige shall notify Fine of the amount of materials used or to be
used by Prestige in the manufacture of the goods to fill each order and the time
necessary to complete the manufacturing process.
3. Prestige may manufacture jewelry for its own account using its own
materials, provided there is insufficient Fine Goods available for such
manufacture and provided further, that such jewelry items are sold only to
customers in the wholesale business who are listed on Schedule A annexed hereto
("Wholesale Goods"). All of Prestige's gold and other materials provided that
used in the manufacture of Wholesale Goods shall be physically segregated from
the Fine Goods.
4. Prices for each item of jewelry manufactured by Prestige for Fine shall
be mutually agreed upon prior to manufacture.
5. Prestige shall properly safeguard all of the Fine Goods, in all stages
of production from raw materials, work in process to finished goods and maintain
insurance coverage for the Fine Goods naming Fine or its designee as a loss
payee, with such insurance carriers covering such risks and in such amounts as
Fine deems appropriate.
6. Zecki represents and warrants that he owns the machinery and equipment
listed on Schedule B used in the manufacture of jewelry (the "Machinery") free
and clear of all liens and encumbrances and covenants and agrees that he will
not hereafter encumber the Machinery or permit to exist any liens or security
interests against the Machinery.
7. When jewelry has been completed in accordance with the purchase order
and is ready for shipment to Fine's customers, Prestige shall invoice Fine for
services rendered for the manufacture of the jewelry providing for normal
payment terms in the jewelry industry. Simultaneously, Fine shall invoice the
customer for the price of the finished Fine Goods and Prestige shall arrange for
shipment of the finished Fine Goods from its premises to the customer, as agent
for Fine.
8. Any goods returned for any reason shall be returned to Prestige at its
manufacturing facilities, shall become part of the Fine Goods and shall be
subject to Fine's further instructions as to the disposition of such returned
goods.
9. Fine shall, during normal business hours, have access to all premises
maintained by Prestige for the purpose of inspecting the Fine Goods and to
review the books and records of Prestige with respect to the Fine Goods and the
sales thereof.
<PAGE>
10. None of parties hereto may assign any of their respective rights under
this Agreement to any third party without the prior written consent of all of
the other parties hereto. Any dispute, controversy or claim arising out of or in
relation to this Agreement or any modification thereof shall be resolved by
arbitration, which shall be held in the City of New York in accordance with the
laws of the State of New York and rules then obtaining of the American
Arbitration Association.
11. This Agreement shall be governed by and construed in accordance with
the law of the State of New York and each of the parties hereto consent to the
jurisdiction of the Supreme Court of the State of New York and of the United
States District Court for the Southern District of New York for all purposes in
connection with any such arbitration.
IN WITNESS WHEREOF, Zecki has executed these presents and Fine and Prestige
have caused these presents to be executed by their proper officers who are duly
authorized as of the day and year first above written.
PRESTIGE CHAIN, INC.
By: /s/ Zecki Kochisarli
PRESTIGE FINE JEWELRY, LLC
By: /s/ Anthony DiMatteo
/s/ Zecki Kochisarli
ZECKI KOCHISARLI
Exhibit 10.28
SALES MANAGEMENT AGREEMENT
This SALES MANAGEMENT AGREEMENT (the "Agreement") is entered
into this __ day of May, 1998 by and between J.K. LIMITED, INC., a Florida
corporation (hereinafter referred to as the "Agent") and PRESTIGE FINE JEWELRY
LLC, a Delaware limited liability company (hereinafter referred to as the
"Company").
IN CONSIDERATION of the mutual promises and covenants contained below,
the parties agree as follows:
1. Appointment of Agent
The Company hereby appoints the Agent as an independent, non-exclusive
sales representative provided, however, that with respect to sales made to all
accounts listed in Appendix A (the "Exclusive Customers") Agent shall act as the
Company's exclusive sales representative. For the twelve (12) month period
immediately following the date of this Agreement, the Agent shall produce sales
with respect to the Exclusive Customers in an amount of not less than
$10,000,000.00. The Agent may sell -------- ------- on a non-exclusive basis to
any other customers acceptable to the Company (the "Non-Exclusive Customers")
(the Exclusive Customers and the Non-Exclusive Customers are hereinafter
sometimes collectively referred to as the "Accounts").
Notwithstanding the above paragraph the Agent will not be responsible for
performance minimums in the event the Company fails to meet shipping deadlines,
order quantities, or quality of merchandise acceptable to the Agent's Exclusive
Customers.
2. Powers and Limitations of Agent
The Agent is retained to contact the Accounts, take orders from the
Accounts on behalf of the Company and to request quotations of prices for
products of the Company. All orders are to be transmitted by the Account
directly to the Company's office for consideration by authorized Company
personnel. No purchase order shall be binding upon the Company until accepted by
the Company in writing. For the purpose of this Agreement authorized personnel
shall be construed to mean those persons whose names and titles are set forth in
Exhibit "B", a copy of which is attached hereto and incorporated herein by
reference.
The Agent has no authority to:
(a) make or modify any warranty with respect to any products; and
(b) quote any price for any product which varies from that contained in the
Company's effective and applicable price list.
3. Independent Contractor Status
The Agent expressly acknowledges that it shall be acting as an independent
contractor and not as an employee, for all purposes including the payment of
payroll and income taxes, worker's compensation, and the like. The Agent is free
to set its own hours and appointments.
4. Performance of Agent
The Agent shall devote such time and energies to the performance of its
duties as reasonably required by the Company. All work performed by the Agent
shall be of the highest professional and ethical standards and performed to the
Company's reasonable satisfaction.
5. Commissions The Agent's compensation under this Agreement shall be six
(6%) percent of the Gross Sales of products by the Company to the Accounts
during the term of this Agreement, unless otherwise set forth in mutually agreed
to amendments to this Agreement. For the purpose hereof, "Gross Sales" shall
mean the gross dollar amount of the invoices evidencing sales to Accounts less
any and all deductions, adjustments or allowances taken by or granted to the
Accounts for any reason and at any time (the "Adjustments"). Commissions shall
be paid on the fifteenth of the month following the month in which the Company
ships such products. All Adjustments shall be made in subsequent months.
<PAGE>
6. Expenses All of the Agent's expenses shall be borne by the Agent,
including, but not limited to, travel, lodging, office and overhead.
7. Trade Secrets
The Agent acknowledges that the Company's special business techniques,
marketing plans, financial accounting, sales, product pricing information, list
of customers, and other information regarding manufacture or distribution of
products:
(a) belongs to the Company;
(b) constitutes specialized and highly confidential information not
generally known in the industry; and
(c) constitutes trade secrets of the Company.
Accordingly, the Agent recognizes that it is essential to keep such
information confidential and agrees that during the term of this Agreement and
for a period of thirty-six (36) months thereafter, it will keep all such
information confidential and shall not disclose it to others.
8. Samples
Company shall supply a reasonable amount of samples of the product to the
Agent in aid of sales. All expenses of all samples retained by any Account for
purposes of testing shall be borne by the Company.
9. Term
This Agreement shall commence upon its execution and terminate on the
fourth anniversary of said execution date.
This agreement shall be automatically extended (one) year for each sales
productions requirement met by the Agent. Therefore, if the Agent meets the
$10,000,000.00 sales in the first (12) months and sales increase by
$8,000,000.00 annually, the Agreement extends for the (one) year, etc.
10. Termination of Agreement
Either party can terminate this Agreement for any reason without cause by
giving the other party written notice thirty (30) days in advance of the date of
such termination. Either party can terminate the Agreement for cause in the
event the other party breaches a material term hereof, by giving the other party
thirty (30) written notice.
11. Rights Upon Termination
(a) Should the Company terminate this Agreement prematurely, without cause,
then, in that event, the Agent shall be entitled to six (6%) percent commission
on gross sales for the remaining portion of the Agreement or twenty-four (24)
months, whichever is longer, relative to sales made to the Exclusive Customers.
(b) Should the Agent terminate this Agreement without cause, or should the
Company terminate this Agreement, for cause, then, in that event, the Agent
shall only be entitled to receive commissions on Gross Sales with respect to
orders accepted by the Company prior to the date of termination.
(c) Upon termination, for whatever reason, the Agent shall immediately, at
its own expense, return to the Company all sales material, samples, and other
property belonging to or relating to the operations of the Company without
retaining or providing to anyone else copies or extracts of the same. The
Company retains the right to hold the Agent's commission checks until all such
materials, in the possession of the Agent are returned to the Company.
<PAGE>
12. Production Requirements
In the event the Agent fails to produce sales with respect to Exclusive
Customers in the amounts listed below for any (12) month period following the
execution of this Agreement, this Agreement may be terminated "for cause".
Annual Requirements:
Year 1: $10,000,000.00
Year 2: $16,000,000.00
Year 3: $24,000,000.00
Year 4: $32,000.000.00
13. Modification and Waiver
No waiver or modification of this Agreement shall be valid unless it is in
writing and signed by the Company and the Agent.
14. Complete Understanding
This Agreement constitutes the entire and exclusive agreement between the
parties with respect to the subject matter and supersedes and cancels all
previous agreement with respect to this subject.
15. Indemnification
The Agent shall indemnify and hold the Company and its employees and agents
harmless for any damages or claims incurred by any of them as a result of any
breach by the Agent of any of its obligations or covenants contained herein.
16. Governing Law
This Agreement shall be interpreted and governed by the laws of New York
without reference to conflict or law principles.
17. Assignment
The Agent's talents relative to the terms and conditions of this Agreement
are construed to be unique and particular to the Agent and as such the Agent may
not assign or transfer the rights or obligations under this agreement without
the prior written consent of the Company. Any attempted assignment without the
required consent of the Company shall be deemed to constitute a breach of the
agreement.
Date: J.K. LIMITED, INC.
a Florida corporation
Date: By: /s/ Jack Krayniak
Jack Krayniak, President
PRESTIGE FINE JEWELRY
a Delaware LLC
By: /s/ Anthony DiMatteo
<PAGE>
EXHIBIT A
List of Exclusive Accounts
1. Wal-Mart
2. K-Mart
3. Service Merchandise
4. AAFES
5. Rent-A-Center
6. Sams Wholesale
7. Price Costco
8. Zale's Jewelers
9. Reed's Jewelers
10. Jan Bell
11. Target
12. Gordon's Jewelers
13. Balley, Banks and Biddle
14. Friedman's
15. USAA
After 12 months from execution of this Agreement, Company has the right
to conduct sales with any company in Exhibit A provided that written notice is
given to Agent 30 days prior and that no sales have been introduced by Agent
prior to or at that time.
Exhibit 10.30
Larry F. Gardner, Esq. Phone:(518) 734-4344
P.O. Box 279-Main Street Fax:(518) 734-5162
Windham, New York 12496
Date: June 24, 1998
Company: Jeff Prince Realty
Attention: Jeff Prince
Fax: 589-9859
Re: Rainbow Operations, Inc. to Cortina Partnership
Pages: 1
Dear Jeff:
This memo will confirm that I have conferred with my clients and they are
agreeable to extending the date for closing to July 15, 1998. As we have
discussed, this matter was supposed to close by July 1, 1998. In the interest of
concluding this matter my clients have agreed to the extension, and expect to
close upon that day.
Very truly yours,
/s/ Larry F. Gardner
Larry F. Gardner
