the date of this Agreement

 

                                                                  Exhibit 10.43
                               H.J. Meyers & Co., Inc.
                                1895 Mount Hope Avenue
                              Rochester, New York 14620

                                   [Effective Date]

Ambassador Eyewear Group, Inc.
3600 Marshall Lane
Bensalem, Pennsylvania 19020

Ladies and Gentlemen:

You have agreed that H.J. Meyers & Co., Inc. ("H.J. Meyers") may act as a 
finder or financial consultant for you in various Transactions (as 
hereinafter defined), in which Ambassador Eyewear, Inc. or its subsidiaries 
(collectively, the "Company") may be involved for a period of 36 months from 
the date of this Agreement (the "Period").

     1.   DEFINITIONS.

     For the purposes of this Agreement:

          (a)  A "Transaction" shall mean any transaction or series or 
combination of transactions involving the Company, other than in the ordinary 
course of trade or business, whereby, directly or indirectly, control of, or 
a material interest in any businesses, assets or properties, is sold, 
purchased, leased or otherwise transferred, including, without limitation, a 
sale, purchase or exchange of capital stock or assets, a lease of assets with 
or without a purchase option, a merger or consolidation, a tender or exchange 
offer, a leveraged buy-out, a restructuring, a recapitalization, a repurchase 
of capital stock, an extraordinary dividend or distribution (whether cash, 
property, securities or a combination thereof), a liquidation, the formation 
of a joint venture or partnership, a minority investment or any other similar 
transaction.

          (b)  "Consideration" shall mean the total value of all cash, 
securities, other property and any other consideration, including, without 
limitation, any contingent, earned or other consideration paid or payable, 
directly or indirectly, in connection with a Transaction and consideration 
shall be determined at the closing.  The value of any such securities 
(whether debt or equity) or other property shall be determined as follows: 
(1) the value of securities that are freely tradeable in an established 
public market shall be the last closing market price of such securities prior 
to the public announcement of the Transaction; and (2) the value of 
securities which are not freely tradeable or which have no established public 
market, or if the consideration consists of property other than securities, 
the value of such securities or other property shall be the fair market value 
thereof as mutually agreed by the Company and H.J. Meyers.  Consideration 
shall also be deemed to include any indebtedness, including, without 
limitation, pension liabilities, guarantees and other obligations assumed, 

directly or indirectly, in connection with, or which survives the closing of, 
a Transaction.  If the consideration to be paid is computed or payable in any 
foreign currency, the value of such foreign currency shall, for the purposes 
hereof, be converted into U.S. Dollars at the prevailing exchange rate on the 
dates on which such consideration is payable.

     2.   H.J. Meyers' Fee.

          (a)  If during the Period H.J. Meyers brings to the Company an 
opportunity for a proposed Transaction, then upon the consummation of any 
such Transaction (but only if  such consummation occurs within 36 months from 
the date of this Agreement) the Company will pay to H.J. Meyers as a fee the 
amount provided for in Paragraph 2(c) hereof; provided, however, that H.J. 
Meyers shall be deemed to have brought an opportunity to the Company for 
purposes of this Paragraph 2(a) only if the opportunity is at least briefly 
specifically described in a writing (which need not identify the other 
parties) signed by H.J. Meyers and received (with receipt acknowledged in 
writing by the Company) prior to any negotiations between representatives of 
the Company and representatives of the other party or parties to such 
Transaction, and such writing signed by H.J. Meyers refers to the Company's 
obligations under this Section 2.

          (b)  If during the Period an opportunity for a proposed Transaction 
is brought to the Company by someone other than H.J. Meyers, and if the 
Company in writing retains H.J. Meyers for consultation or other services in 
connection therewith, then upon the consummation of that transaction, the 
Company will pay H.J. Meyers as a fee the amount provided for in Paragraph 
2(c) hereof.

          (c)  The amount to be paid by the Company to H.J. Meyers in any 
case described in Paragraphs 2(a) or 2(b) hereof shall be calculated based on 
the Consideration paid to or received by the Company (or its stockholders), 
as follows: five percent (5%) of the first three million dollars 
($3,000,000); three and one-half percent (3.5%) of any consideration greater 
than three million dollars ($3,000,000) and less than or equal to five 
million dollars ($5,000,000); and two percent (2%) of any consideration in 
excess of five million dollars ($5,000,000).

          (d)  In addition to those fees payable to H.J. Meyers under the 
provisions of Paragraph 2 hereof, the Company shall reimburse H.J. Meyers for 
its out-of-pocket and incidental expenses incurred in connection with the 
performance by H.J. Meyers of its duties under this Agreement.  Such 
reimbursement shall occur promptly as requested and shall include the fees 
and expenses of H.J. Meyers' legal counsel and those of any advisor retained 
by H.J. Meyers, subject, in each case, to prior approval by the Company.

     3.   PAYMENT.  The fee due to H.J. Meyers hereunder shall be paid by the 
Company in cash at the closing of the Transaction, without regard to whether 
the Transaction involves payment in cash, stock or a combination of stock and 
cash, or is made on an installment sales basis.  By way of example, if the 
Transaction involves securities of the acquiring entity (whether securities 
of the Company, if the Company is the acquiring party, or securities of 
another entity, if the Company is the selling party) having a value of 

                                       -2-

$6,000,000, the cash consideration to be paid by the Company to H.J. Meyers 
at closing shall be $240,000.

     4.   INDEMNIFICATION.  The Company hereby agrees to indemnify and hold 
harmless H.J. Meyers, its respective directors, officers, controlling persons 
(within the meaning of Section 15 of the Securities Act of 1933 or Section 
20(a) of the Securities Exchange Act of 1934), if any, (collectively, 
"Indemnified Persons" and individually, and "Indemnified Person") from and 
against any and all claims, liabilities, losses, damages and expenses 
incurred by any Indemnified Person (including reasonable fees and 
disbursements of H.J. Meyers and an Indemnified Person's counsel) which (A) 
are related to or arise out of (i) actions taken or omitted to be taken 
(including any untrue statements made or any statements omitted to be made) 
by the Company or (ii) actions taken or omitted to be taken by an Indemnified 
Person with the Company's consent or in conformity with the Company's 
instructions or the Company's actions or omissions or (B) are otherwise 
related to or arise out of the performance by H.J. Meyers of duties pursuant 
to this Agreement, and will reimburse H.J. Meyers and any other Indemnified 
Person for all reasonable costs and expenses, including fees of H.J. Meyers 
or an Indemnified Person's counsel, as they are incurred, in connection with 
investigating, preparing for, or defending any action, formal or informal 
claim, investigation, inquiry or other proceeding, whether or not in 
connection with pending or threatened litigation, caused by or arising out of 
or in connection with H.J. Meyers acting pursuant to this Agreement, whether 
or not H.J. Meyers or any Indemnified Person is named as a party thereto and 
whether or not any liability results therefrom.  The Company will not, 
however, be responsible for any claims, liabilities, losses, damages, or 
expenses pursuant to clause (B) of the preceding sentence which are finally 
judicially determined to have resulted primarily from H.J. Meyers' bad faith 
or gross negligence.  The Company also agrees that neither H.J. Meyers nor 
any other Indemnified Person shall have any liability to the Company for or 
in connection with this Agreement except for any such liability for claims, 
liabilities, losses, damages, or expenses incurred by the Company which are 
finally judicially determined to have resulted primarily from H.J. Meyers' 
bad faith or gross negligence.  The Company further agrees that the Company 
will not, without the prior written consent of H.J. Meyers, settle or 
compromise or consent to the entry of any judgment in any pending or 
threatened claim, action, suit or proceeding in respect of which 
indemnification may be sought hereunder (whether or not H.J. Meyers or any 
Indemnified Person is an actual or potential party to such claim, action, 
suit or proceeding) unless such settlement, compromise or consent includes an 
unconditional release of H.J. Meyers and each other Indemnified Person 
hereunder from all liability arising out of such claim, action, suit or 
proceeding.

     In order to provide for just and equitable contribution, if a claim for 
indemnification is made pursuant to these provisions but it is found in a 
final judgment by a court of competent jurisdiction (not subject to further 
appeal) that such indemnification is not available for any reason (except, 
with respect to indemnification sought solely pursuant to clause (B) of the 
first paragraph hereof, for the reasons specified in the second sentence 
thereof), even though the express provisions hereof provide for 
indemnification in such case, then the Company, on one hand, and H.J. Meyers, 
on the other hand, shall contribute to such claim, liability, loss, damage or 
expense for which such indemnification or reimbursement is held unavailable 
in 

                                       -3-

such proportion as is appropriate to reflect the relative benefits to the 
Company, on one hand, and H.J. Meyers, on the other hand, in connection with 
the Transactions contemplated by this Agreement, subject to the limitation 
that in any event H.J. Meyers' aggregate contribution to all losses, claims, 
damages, liabilities and expenses to which contribution is available 
hereunder shall not exceed the amount of fees actually received by H.J. 
Meyers pursuant to this Agreement.

     The foregoing right to indemnity and contribution shall be in addition 
to any rights that H.J. Meyers and/or any other Indemnified Person may have 
at common law or otherwise and shall remain in full force and effect 
following the completion or any termination of this Agreement.

     It is understood that, in connection with this Agreement, H.J. Meyers 
may also be engaged to act for the Company in one or more additional 
capacities, embodied in one or more separate written agreements.  This 
indemnification shall apply to this Agreement, any such additional 
engagement(s) (whether written or oral) and any modification of this 
Agreement or such additional engagement(s) and shall remain in full force and 
effect following the completion or termination of this Agreement or such 
additional engagements.

     5.   CONFIDENTIALITY.  Any advice, either oral or written, provided to 
the Company by H.J. Meyers hereunder shall not be publicly disclosed or made 
available to third parties without the prior written consent of H.J. Meyers.  
In addition, H.J. Meyers may not be otherwise publicly referred to without 
its prior consent.

     6.   INFORMATION.  In the event H.J. Meyers acts as finder or financial 
advisor in a transaction, the Company will furnish H.J. Meyers with all 
information concerning the Transaction which H.J. Meyers reasonably deems 
appropriate and will provide H.J. Meyers with access to the Company's 
officers, directors, accountants, counsel and other advisors.  The Company 
represents and warrants to H.J. Meyers that all such information concerning 
the Company and its affiliates is and will be true and accurate in all 
material respects and does not and will not contain any untrue statement of a 
material fact or omit to state a material fact necessary in order to make the 
statements therein not misleading in light of the circumstance under which 
such statements are made. The Company acknowledges and agrees that H.J. 
Meyers will be using and relying upon such information supplied by the 
Company and its officers, agents and others and any other publicly available 
information concerning the Company and its affiliates and any prospective 
acquiror of the Company, its businesses or assets without any independent 
investigation or verification thereof or independent appraisal by H.J. Meyers 
of the Company and businesses or assets.

     7.   FINDERS.  The Company represents and warrants to H.J. Meyers that 
there are no brokers, representatives or other persons which have an interest 
in compensation due to H.J. Meyers from any Transaction in which H.J. Meyers 
has acted as finder or financial advisor.

                                       -4-

     8.   ADVERTISEMENTS.  H.J. Meyers shall have the right to place 
advertisements in financial and other newspapers and journals at its own 
expense describing its services to the Company hereunder in the event a 
transaction is consummated.

     9.   BINDING OBLIGATION.  The Company represents and warrants to H.J. 
Meyers that H.J. Meyers' engagement hereunder has been duly authorized and 
approved by the Board of Directors of the Company and that this letter 
agreement has been duly executed and delivered by the Company and constitutes 
a legal, valid and binding obligation of the Company.

     10.  IN GENERAL.  This Agreement shall be governed by and construed in 
accordance with the laws of the State of New York applicable to agreements 
made and to be performed entirely within such State, without reference to 
such State's principles respecting the conflict of laws.  The Company submits 
to the jurisdiction of state and federal courts located in Monroe County, New 
York. This Agreement sets forth the entire agreement and understanding 
between the undersigned with respect to its subject matter and supersedes all 
prior discussions, agreements and understandings of every kind and nature 
between them with respect thereto.  This Agreement shall inure to the benefit 
of, and be enforceable against, each of the undersigned and their respective 
successors and assigns. 

     Please sign this letter at the place indicated below, whereupon it will 
constitute our mutually binding agreement with respect to the matters 
contained herein.

                                        Very truly yours,

                                        H.J. Meyers & Co., Inc.

                                        By:__________________________________
                                            Name:  Karl A. Brenza
                                            Title: 

ACCEPTED AND AGREED TO:

Ambassador Eyewear Group, Inc.

By:____________________________________________
    Name:  Barry Budilov
    Title:  President and Chief Executive Officer

                                       -5- 

Basic Info X:

Name: the date of this Agreement
Type: the date of this Agreement
Date: Feb. 17, 1998
Company: AMBASSADOR EYEWEAR GROUP INC
State:

Other info:

Organization:

  • Meyers & Co. , Inc. 1895 Mount Hope Avenue Rochester
  • Effective Date ] Ambassador Eyewear Group , Inc.
  • Ambassador Eyewear , Inc.
  • Board of Directors of the Company
  • State of New York

Location:

  • Bensalem
  • Pennsylvania
  • U.S
  • Monroe County
  • New York

Money:

  • three million dollars
  • $ 3,000,000
  • five million dollars
  • $ 5,000,000
  • $ 6,000,000
  • $ 240,000

Person:

  • Meyers
  • Karl A. Brenza
  • Barry Budilov

Percent:

  • five percent 5 %
  • one-half percent
  • 3.5 %
  • two percent
  • 2 %