EXHIBIT 10.8
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CONSULTING AGREEMENT
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This
Consulting Agreement (the "Agreement") is made and entered into as
of
the 21st day of April, 2003, by and between Signature Eyewear,
Inc., a
California corporation (the "Company"), and Dartmouth Commerce of
Manhattan,
Inc., a California corporation ("Consultant"), with reference to
the following
facts and objectives:
(i)
In connection with the acquisition by Consultant of a principal
minority ownership interest in the Company, and the restructuring
of the
management and debt of the Company, the Company desires to obtain
the services
of Consultant described herein, and Consultant desires to provide
such services,
on the terms and conditions set forth herein.
NOW,
THEREFORE, the parties agree as follows:
1.
Engagement. The Company hereby engages Consultant, and Consultant
hereby
accepts such engagement, to perform the consulting services
described herein.
2.
Term. The term of this Agreement shall be a period of three (3)
years,
commencing on the date hereof and continuing until March 31,
2005.
3.
Consulting Services. Consultant shall provide the Company with
general
business advice and assistance in connection with the
reorganization of its
management and debt, together with assistance in connection with
the Company's
continuing restructuring and growth opportunities. Consultant shall
use its
commercially reasonable best efforts to provide the personal
services of Richard
Torre to provide the consulting services required hereby. If
Consultant is
unable to provide the services of Richard Torre, the Company shall
have the
right to accept or reject any individual substituted by Consultant
to provide
its services hereunder, in the Company's sole and absolute
discretion.
4.
Time and Place of Consulting Services. Consultant shall make
the
services of Mr. Torre available from time to time during regular
business hours
or otherwise, as and when reasonably requested by the Company.
Consultant shall
not be required to devote a minimum number of hours to the affairs
of the
Company; provided, however, that Consultant shall devote such
productive
energies, abilities, and time as reasonably are required to perform
its duties
hereunder. The Company shall use its reasonable best effort to
appoint Mr. Torre
as Chairman of its Board of Directors for the
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three year term of this Agreement. Consultant shall assist in
facilitating the
acceptance of such appointment.
5.
Compensation. In consideration of the consulting services to be
provided
hereunder, the Company will pay Consultant an aggregate consulting
fee of
$165,000 for the services to be provided hereunder, payable in
equal monthly
installments over the term hereof, or otherwise as the Company and
Consultant
shall agree. The parties acknowledge and agree that, due to the
nature of the
services to be provided hereunder, the bulk of Consultant's
services will be
required in the early portion of the term, with the Company's need
for
Consultant's assistance diminishing as the Company adjusts to its
reorganization
and restructuring. Accordingly, the parties agree that the full
amount of the
consulting fee shall be earned in full by Consultant upon
Consultant's
completion of one full year of services hereunder, notwithstanding
the payment
of the consulting fee over the entire term hereof. Other than the
com
