EXECUTIVE EMPLOYMENT AGREEMENTP THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 21st day of March, 2001, effective as of April 2, 2001 (the "Effective Date") between International Cosmetics Marketing Co., a...

EXECUTIVE EMPLOYMENT AGREEMENTP

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into as of the 21st day of March, 2001, effective as of April 2, 2001
(the "Effective Date") between International Cosmetics Marketing Co., a Florida
corporation (the "Company"), whose principal place of business is ▇▇▇▇ ▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇. ▇▇▇▇▇, an
individual (the "Employee"), whose address is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

WHEREAS, the Company is engaged in licensing, branding and marketing
consumer and other products ("Business"); and

WHEREAS, the Employee has substantial experience in licensing,
marketing and branding consumer products and the Company desires to employee the
Employee on the terms and conditions of this Agreement; and

WHEREAS, the Company has established a valuable reputation and goodwill
in its Business; and

WHEREAS, the Employee, by virtue of the Employee's employment with the
Company will become familiar with the manner, methods, trade secrets and other
confidential information pertaining to the Company's business;

NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Company and the Employee do hereby agree as follows:

1. Recitals. The above recitals are true, correct, and are herein
incorporated by reference.

2. Employment. The Company hereby employs the Employee, and the
Employee hereby accepts employment, upon the terms and conditions hereinafter
set forth.

3. Authority and Power During Employment Period.
---------------------------------------------

a. Duties and Responsibilities. During the term of this
Agreement, the Employee shall serve as President and Chief Operating Officer of
the Company and shall have general operating supervision over the property,
business and affairs of the Company, its subsidiaries and divisions, subject to
the guidelines and direction of the Chief Executive Officer and the Board of
Directors of the Company. It is further the intention of the parties that at all
times during the Term (as hereinafter defined) of the Agreement, the Employee
shall serve as a member of the Board of Directors of the Company and in
accordance with the Bylaws of the Company.

b. Time Devoted. Throughout the Term, the Employee shall
devote substantially all of the Employee's time and attention to the business
and affairs of the

Company consistent with the Employee's senior executive position with the
Company, except for vacations (as provided herein) and except for illness or
incapacity, but nothing in the Agreement shall preclude the Employee from
engaging in personal business including as a member of the board of directors of
related companies, charitable and community affairs, provided that such
activities do not interfere with the regular performance of the Employee's
duties and responsibilities under this Agreement.

4. Term. The term of employment hereunder will commence on the
Effective Date as set forth above and end on the third anniversary of the
Effective Date (the "Term"), and shall be automatically extended for additional
one (1) year periods (each a "Renewal Term") unless (i) either party gives
written notice to the other party at least 60 days before the expiration of the
Term or a Renewal Term, as the case may be, not to extend the Term or a Renewal
Term or (ii) this Agreement shall have been terminated pursuant to Section 6 of
this Agreement.

5. Compensation and Benefits.
-------------------------

a. Salary. Employee shall be paid a base salary of $120,000.00
for each year during the Term subject to adjustment as provided herein (the
"Base Salary"). The Base Salary shall be increased to $140,000.00 for each year
of the Term (or portion thereof) at such time as the Company receives positive
net income (as calculated in accordance with generally accepted accounting
principals) for a fiscal quarter. The Base Salary shall be payable in equal
bi-weekly installments during the Term. The Base Salary may be subject to annual
increases determined by Board of Directors commensurate with industry standards.

b. Employee Benefits. The Employee shall be entitled to
participate in all benefit programs of the Company currently existing or
hereafter made available to executives and/or other salaried employees,
including, but not limited to, pension and other retirement plans, group life
insurance, hospitalization, surgical and major medical coverage, sick leave,
salary continuation, vacation and holidays, cellular telephone and all related
costs and expenses, long-term disability and other fringe benefits.

c. Options. The Employee will be granted incentive stock
options in accordance with the Company's 1997 Stock Option Plan to purchase
150,000 shares of the Company's common stock exercisable at $1.50 per share
vesting over three (3) years as more specifically set forth in the Option
Agreement attached hereto as Exhibit A.

d. Vacation. During each year of the Term, the Employee shall
be entitled to three (3) weeks paid vacation; provided however, that the
Employee shall evidence reasonable judgment with regard to appropriate vacation
scheduling.

e. Business Expense Reimbursement. During the Term, the
Employee shall be entitled to receive proper reimbursement for all reasonable,
out-of-pocket expenses incurred by the Employee (in accordance with the policies
and procedures established by the Company for its senior executive officers) in
performing services hereunder, provided the Employee properly accounts therefor.

6. Consequences of Termination of Employment.
-----------------------------------------

a. Death. In the event of the death of the Employee during the
Term, the Base Salary shall be paid to the Employee's designated beneficiary (in
bi-weekly installments in the manner provided in Section 5a hereof), or, in the
absence of such designation, to the estate or other legal representative of the
Employee for a period of 90 days from and after the date of death. Other death
benefits will be determined in accordance with the terms of the Company's
benefit programs and plans.

b. Disability.
-----------

i. In the event of the Employee's disability, as
hereinafter defined, the Employee shall be entitled to compensation in
accordance with the Company's disability compensation practice for
senior executives, including any separate arrangement or policy
covering the Employee, but in all events the Employee shall continue to
receive the Employee's Base Salary for a period of not less than 90
days from the date on which the disability has deemed to occur as
hereinafter provided below. Any amounts provided for in this Section
6(b) shall be offset by other long-term disability benefits provided to
the Employee by the Company.

ii. "Disability," for the purposes of this Agreement,
shall be deemed to have occurred in the event (A) the Employee is
unable by reason of sickness or accident, to perform the Employee's
duties under this Agreement for an aggregate of 180 days in any
twelve-month period or (B) the Employee has a guardian of the person or
estate appointed by a court of competent jurisdiction. Termination due
to disability shall be deemed to have occurred upon the first day of
the month following the determination of disability as defined in the
preceding sentence.

Anything herein to the contrary notwithstanding, if,
following a termination of employment hereunder due to disability as
provided in the preceding paragraph, the Employee becomes re-employed,
whether as an employee or a consultant, any salary, annual incentive
payments or other benefits earned by the Employee from such employment
shall offset any Base Salary continuation due to the Employee hereunder
commencing with the date of re-employment.

c. Termination by the Company for Cause.
------------------------------------

i. Nothing herein shall prevent the Company from
terminating Employee for "Cause," as hereinafter defined. The Employee
shall continue to receive salary only for the period ending with the
date of such termination as provided in this Section 6(c). Any rights
and benefits the Employee may have in respect of any other compensation
shall be determined in accordance with the terms of such other
compensation arrangements or such plans or programs.

ii. "Cause" shall mean (A) committing or
participating in an injurious act of fraud, gross neglect,
misrepresentation, embezzlement or dishonesty against the Company; (B)
committing or participating in any other injurious act or omission
wantonly, willfully, recklessly or in a manner which was grossly
negligent against the Company, monetarily or otherwise; (C) engaging in
a criminal enterprise involving moral turpitude; (D) any act or acts
constituting a felony under the laws of the United States or any state
thereof; or (E) any assignment of this Agreement by the Employee in
violation of Section 13 of this Agreement;

iii. Notwithstanding anything else contained in this
Agreement, this Agreement will not be deemed to have been terminated
for Cause unless and until there shall have been delivered to the
Employee a notice of termination stating that the Employee committed
one of the types of conduct set forth in this Section 6(c) contained in
this Agreement and specifying the particulars thereof.

d. Termination by the Company Other than for Cause. The
foregoing notwithstanding, the Company may terminate the Employee's employment
for whatever reason it deems appropriate, provided, however, that in the event
such termination is not based on Cause, as provided in Section 6(c) above, the
Company may terminate this Agreement upon giving two (2) weeks prior written
notice. During such two (2) week period, the Employee shall continue to perform
the Employee's duties pursuant to this Agreement, and the Company shall continue
to compensate the Employee in accordance with this Agreement. The Company shall
pay to the Employee (in the manner provided in Section 5a hereof) Base Salary
and other benefits in effect as of the date of such termination for a period of
90 days after such termination. Such benefit coverage will be offset by
comparable coverage provided to the Employee in connection with subsequent
employment.

e. Voluntary Termination. In the event the Employee
terminates the Employee's employment on the Employee's own volition (except as
provided in Section 6(f)) prior to the expiration of the Term, including any
renewals thereof, such termination shall constitute a voluntary termination and
in such event the Employee shall be limited to

the same rights and benefits as provided in connection with a termination for
Cause as provided in Section 6(c).

f. Termination Following a Change of Control.
-----------------------------------------

i. In the event that a "Change in Control," as
hereinafter defined, of the Company shall occur at any time during the
Term hereof, the Employee shall have the right to terminate the
Employee's employment under this Agreement upon thirty (30) days
written notice given at any time within one year after the occurrence
of such event, and such termination of the Employee's employment with
the Company pursuant to this Section 6(f)(i), then, in any such event,
such termination shall be deemed to be a Termination by the Company
Other than for Cause and the Employee shall be entitled to such
Compensation and Benefits as set forth in Subsection 6(d) of this
Agreement.

ii. For purposes of this Agreement, a "Change in
Control" of the Company shall mean a change in control (A) as set forth
in Section 280G of the Internal Revenue Code or (B) of a nature that
would be required to be reported in response to Item 1 of the current
report on Form 8K, as in effect on the date hereof, pursuant to Section
13 or 15(d) of the Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇
▇▇▇"); provided that, without limitation, such a change in control
shall be deemed to have occurred at such time as:

(A) any "person", other than the Employee or Nico
▇. ▇▇▇▇▇ or his assigns, (as such term is used in Section
13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the
combined voting power of the Company's outstanding securities
then having the right to vote at elections of directors; or,

(B) the business of the Company for which the
Employee's services are principally performed is disposed of
by the Company pursuant to a partial or complete liquidation
of the Company, a sale of assets (including stock of a
subsidiary of the Company) or otherwise.

Anything herein to the contrary notwithstanding, this Section 6(f)(ii) will not
apply where the Employee gives the Employee's explicit written waiver stating
that for the purposes of this Section 6(f)(ii) a Change in Control shall not be
deemed to have occurred. The Employee's participation in any negotiations or
other matters in relation to a Change in Control shall in no way constitute such
a waiver which can only be given by an explicit written waiver as provided in
the preceding sentence.

An "Attempted Change in Control" shall be deemed to have
occurred if any substantial attempt, accompanied by significant work efforts and
expenditures of money, is made to accomplish a Change in Control, as described
in subparagraphs (A) or (B) above whether or not such attempt is made with the
approval of a majority of the then current members of the Board of Directors.

iii. In the event that, within twelve (12) months of any
Change in Control of the Company or any Attempted Change in Control of
the Company, the Company terminates the employment of the Employee
under this Agreement (for any reason other than for Cause as defined in
Section 6(c)) or the Employee's employment is constructively terminated
as defined in Section 6(f)(iv), then, in any such event, Employee shall
receive a lump sum payment in an amount equal to the aggregate Base
Salary Employee would have been entitled to receive during the
remainder of the Term (or the then current renewal period) but for such
termination..

iv. For purposes of this Section 6(f), the Employee's
employment shall be deemed constructively terminated in the event one
or more of the following events occurs without the express written
consent of the Employee and not as a result of the overall financial
condition of the Company:

(A) Significant change in the nature or scope of
the authorities, powers, functions, duties or responsibilities
attached to Employee's position as described in Section 3; or

(B) A Five Percent (5%) reduction in the
Employee's salary below the salary in effect immediately prior
to such reduction or a reduction in the target bonus
participation under Section 5(d) as a percentage of salary; or

(D) Material reduction of the Employee's benefits
under any employee benefit plan, program or arrangement (for
Employee individually or as part of a group) of the Company as
then in effect or as in effect on the effective date or the
Agreement, which reduction shall not be effectuated for
similarly situated employees of the Company; or

(E) Failure by a successor company to assume the
obligations under the Agreement; or

(F) Change in the Employee's principal office to
a location outside the Palm Beach, Broward or Dade County,
Florida areas.

7. Employee Inventions and Non-Disclosure of Information.
-----------------------------------------------------

a. Employee Inventions. Each Employee Invention (as
hereinafter defined) will belong exclusively to the Company. The Employee
acknowledges and agrees that all of the Employee's writings, works of
authorship, and other Employee Inventions are works made for hire and are the
property of the Company, including any copyrights, patents or other intellectual
property rights pertaining thereto. If it is determined that any such works are
not works made for hire, the Employee hereby assigns to the Company all of the
Employee's right, title, and interest, including all rights of copyright,
patent, and other intellectual property rights, to or in such Employee
Inventions. The Employee covenants that he will promptly: (i) disclose to the
Company in writing any Employee Invention; (ii) assign to the Company or to a
party designated by the Company, at the Company's request and without additional
compensation, all of the Employee's right to the Employee Invention for the
United States and all foreign jurisdictions; (iii) execute and deliver to the
Company such applications, assignments, and other documents as the Company may
request in order to apply for and obtain patents or other registrations with
respect to any Employee Invention in the United States and any foreign
jurisdictions; (iv) sign all other papers necessary to carry out the above
obligations; and (v) give testimony and render any other assistance in support
of the Company's rights to any Employee Invention.

The term "Employee Invention" shall include without limitation any
idea, formula, product, invention, technique, modification, process, or
improvement (whether patentable or not), any industrial design (whether
registerable or not), any mask work, however fixed or encoded, that is suitable
to be fixed, embedded or programmed in a semiconductor product (whether
recordable or not), and any work of authorship (whether or not copyright
protection may be obtained for it) created, conceived, or developed by the
Employee, either solely or in conjunction with others, during the Term
(including any renewals thereof), that relates in any way to, or is useful in
any manner in, the Business or the business then being conducted or proposed to
be conducted by the Company, and any such item created by the Employee, either
solely or in conjunction with others, following termination of the Employee's
employment with the Company, that is based upon or uses Confidential
Information.

b. Non-Disclosure of Information. The Employee
acknowledges that the Company's trade secrets, private or secret processes,
formulas (including product formulas), methods and ideas, as they exist from
time to time, customer lists and information concerning the Company's products,
services, training methods, development, technical information, marketing
activities and procedures, credit and financial data concerning the Company
and/or the Company's Clients, and (the "Proprietary Information") are valuable,
special and unique assets of the Company, access to and knowledge of which are
essential to the performance of the Employee hereunder. In light of the highly
competitive nature of the industry in which the Company's business is conducted,

the Employee agrees that all Proprietary Information, heretofore or in the
future obtained by the Employee as a result of the Employee's association with
the Company shall be considered confidential.

In recognition of this fact, the Employee agrees that the Employee, he
will not use or disclose any of such Proprietary Information for the Employee's
own purposes or for the benefit of any person or other entity or organization
(except the Company) under any circumstances unless such Proprietary Information
has been publicly disclosed generally or, unless upon written advice of legal
counsel reasonably satisfactory to the Company, the Employee is legally required
to disclose such Proprietary Information. Documents (as hereinafter defined)
prepared by the Employee or that come into the Employee's possession during the
Employee's association with the Company are and remain the property of the
Company, and when this Agreement terminates, such Documents shall be returned to
the Company at the Company's principal place of business, as provided in the
Notice provision of this Agreement.

c. Documents. "Documents" shall mean all original
written, recorded, or graphic matters whatsoever, and any and all copies
thereof, including, but not limited to: papers; books; records; tangible things;
correspondence; communications; telex messages; memoranda; work-papers; reports;
affidavits; statements; summaries; analyses; evaluations; client records and
information; agreements; agendas; advertisements; instructions; charges;
manuals; brochures; publications; directories; industry lists; schedules; price
lists; client lists; statistical records; training manuals; computer printouts;
books of account, records and invoices reflecting business operations; all
things similar to any of the foregoing however denominated. In all cases where
originals are not available, the term "Documents" shall also mean identical
copies of original documents or non-identical copies thereof.

d. Company's Clients. The "Company's Clients" shall be
deemed to be any persons, partnerships, corporations, professional associations
or other organizations for whom the Company has performed Business activities.

e. Covenants as Essential Elements of this Agreement. It
is understood by and between the parties hereto that the foregoing covenants
contained in Sections 7a and 7b are essential elements of this Agreement, and
that but for the agreement by the Employee to comply with such covenants, the
Company would not have agreed to enter into this Agreement. Such covenants by
the Employee shall be construed to be agreements independent of any other
provisions of this Agreement. The existence of any other claim or cause of
action, whether predicated on any other provision in this Agreement, or
otherwise, as a result of the relationship between the parties shall not
constitute a defense to the enforcement of such covenants against the Employee.

f. Survival After Termination of Agreement.
Notwithstanding anything to the contrary contained in this Agreement, the
covenants in Section 7a and 7b shall survive the termination of this Agreement
and the Employee's employment with the Company.

g. Remedies.
--------

i. The Employee acknowledges and agrees that the
Company's remedy at law for a breach or threatened breach of any of the
provisions of Section 7(a) or (b) herein would be inadequate and the
breach shall be per se deemed as causing irreparable harm to the
Company. In recognition of this fact, in the event of a breach by the
Employee of any of the provisions of Section 7a or 7b, the Employee
agrees that, in addition to any remedy at law available to the Company,
including, but not limited to monetary damages, all rights of the
Employee to payment or otherwise under this Agreement and all amounts
then or thereafter due to the Employee from the Company under this
Agreement may be terminated and the Company, without posting any bond,
shall be entitled to obtain, and the Employee agrees not to oppose the
Company's request for equitable relief in the form of specific
performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available to
the Company.

ii. The Employee acknowledges that the granting of a
temporary injunction, temporary restraining order or permanent
injunction merely prohibiting the use of Proprietary Information would
not be an adequate remedy upon breach or threatened breach of Section
7a or 7b and consequently agrees, upon proof of any such breach, to the
granting of injunctive relief prohibiting any form of competition with
the Company. Nothing herein contained shall be construed as prohibiting
the Company from pursuing any other remedies available to it for such
breach or threatened breach.

8. Withholding. Anything to the contrary notwithstanding, all payments
required to be made by the Company hereunder to the Employee or the Employee's
estate or beneficiaries shall be subject to the withholding of such amounts, if
any, relating to tax and other payroll deductions as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation. In
lieu of withholding such amounts, the Company may accept other arrangements
pursuant to which it is satisfied that such tax and other payroll obligations
will be satisfied in a manner complying with applicable law or regulation.

9. Notices. Any notice required or permitted to be given under the
terms of this Agreement shall be sufficient if in writing and if sent postage
prepaid by registered or certified mail, return receipt requested; by overnight
delivery; by courier; or by confirmed telecopy, in the case of the Employee to
the Employee's last place of business or residence as shown on the records of
the Company, or in the case of the Company to its principal office as set forth
in the first paragraph of this Agreement, or at such other place as it may
designate.

10. Waiver. Unless agreed in writing, the failure of either party, at
any time, to require performance by the other of any provisions hereunder shall
not affect its right thereafter to enforce the same, nor shall a waiver by
either party of any breach of any provision hereof be taken or held to be a
waiver of any other preceding or succeeding breach of any term or provision of
this Agreement. No extension of time for the performance of any obligation or
act shall be deemed to be an extension of time for the performance of any other
obligation or act hereunder.

11. Completeness and Modification. This Agreement constitutes the
entire understanding between the parties hereto superseding all prior and
contemporaneous agreements or understandings among the parties hereto concerning
the Employment Agreement. This Agreement may be amended, modified, superseded or
canceled, and any of the terms, covenants, representations, warranties or
conditions hereof may be waived, only by a written instrument executed by the
parties or, in the case of a waiver, by the party to be charged.

12. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one agreement.

13. Binding Effect/Assignment. This Agreement shall be binding upon the
parties hereto, their heirs, legal representatives, successors and assigns. This
Agreement shall not be assignable by the Employee but shall be assignable by the
Company in connection with the sale, transfer or other disposition of its
business or to any of the Company's affiliates controlled by or under common
control with the Company.

14. Governing Law. This Agreement shall become valid when executed and
accepted by Company. The parties agree that it shall be deemed made and entered
into in the State of Florida and shall be governed and construed under and in
accordance with the laws of the State of Florida. Anything in this Agreement to
the contrary notwithstanding, the Employee shall conduct the Employee's business
in a lawful manner and faithfully comply with applicable laws or regulations of
the state, city or other political subdivision in which the Employee is located.

15. Further Assurances. All parties hereto shall execute and deliver
such other instruments and do such other acts as may be necessary to carry out
the intent and purposes of this Agreement.

16. Headings. The headings of the sections are for convenience only and
shall not control or affect the meaning or construction or limit the scope or
intent of any of the provisions of this Agreement.

17. Survival. Any termination of this Agreement shall not, however,
affect the ongoing provisions of this Agreement which shall survive such
termination in accordance with their terms.

18. Severability. The invalidity or unenforceability, in whole or in
part, of any covenant, promise or undertaking, or any section, subsection,
paragraph, sentence, clause, phrase or word or of any provision of this
Agreement shall not affect the validity or enforceability of the remaining
portions thereof.

19. Enforcement. Should it become necessary for any party to institute
legal action to enforce the terms and conditions of this Agreement, the
successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs.

20. Venue. Company and Employee acknowledge and agree that the U.S.
District for the Southern District of Florida, or if such court lacks
jurisdiction, the 15th Judicial Circuit (or its successor) in and for Palm Beach
County, Florida, shall be the venue and exclusive proper forum in which to
adjudicate any case or controversy arising either, directly or indirectly, under
or in connection with this Agreement and the parties further agree that, in the
event of litigation arising out of or in connection with this Agreement in these
courts, they will not contest or challenge the jurisdiction or venue of these
courts.

21. Construction. This Agreement shall be construed within the fair
meaning of each of its terms and not against the party drafting the document.

THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS READ ALL OF THE TERMS OF THIS
AGREEMENT, UNDERSTANDS THE AGREEMENT, AND AGREES TO ABIDE BY ITS TERMS AND
CONDITIONS.

IN WITNESS WHEREOF, the parties have executed this Agreement as of date set
forth in the first paragraph of this Agreement.

Witness: THE COMPANY:
INTERNATIONAL COSMETICS MARKETING CO.

By:
------------------------------- ----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer

Witness: THE EMPLOYEE:

------------------------------- -------------------------------------
▇▇▇ ▇. ▇▇▇▇▇

Exhibit A
Stock Option Agreement

INTERNATIONAL COSMETICS MARKETING CO.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

April 2, 2001

▇▇. ▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Dear ▇▇. ▇▇▇▇▇:

The Board of Directors of International Cosmetics Marketing Co. (the
"Corporation") is pleased to award you an Option pursuant to the provisions of
the 1997 Stock Option Plan (the "Plan"). This letter will describe the Option
granted to you. Attached to this letter is a copy of the Plan. The terms of the
Plan also set forth provisions governing the Option granted to you. Therefore,
in addition to reading this letter you should also read the Plan. Your signature
on this letter is an acknowledgment to us that you have read and understand the
Plan and that you agree to abide by its terms. All terms not defined in this
letter shall have the same meaning as in the Plan.

1. Type of Option. You are granted an ISO. Please see in
particular Section 11 of the Plan.

2. Rights and Privileges. Subject to the conditions hereinafter
set forth, we grant you the right to purchase 150,000 shares of Stock at $1.50
per share. The right to purchase the shares of Stock accrues in three
installments over the time periods described below:

The right to acquire 50,000 shares accrues on the one year anniversary
of the date hereof.

The right to acquire 50,000 shares accrues on the two year anniversary
of the date hereof.

The right to acquire 50,000 shares accrues on the three year
anniversary of the date hereof.

The foregoing notwithstanding, you shall have the right to purchase all
150,000 shares of Stock immediately upon the occurrence of a Change in Control
as defined in Section 6 of the Employment Agreement between you and the Company.

3. Time of Exercise. The Option may be exercised at any time and
from time to time beginning when the right to purchase the shares of Stock
accrues and ending as provided in Section 5 of this letter.

4. Method of Exercise. The Options shall be exercised by written
notice to the Board of Directors at the Corporation's principal place of
business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.

5. Termination of Option. To the extent not exercised, the Option
shall terminate upon the first to occur of the following dates:

(a) Ten years from the date of grant pursuant to the
provisions of Section 2 of this Agreement; or

(b) The expiration of thirty (30) days following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months; or

(c) The expiration of 12 months following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan, if such employment termination occurs by reason of your death or by
reason of your permanent disability (as defined above).

6. Securities Laws. The Option and the shares of Stock underlying
the Option have not been registered under the Securities Act of 1933, as amended
(the "Act"). The Corporation has no obligations to ever register the Option or
the shares of Stock underlying the Option. All shares of Stock acquired upon the
exercise of the Option shall be "restricted securities" as that term is defined
in Rule 144 promulgated under the Act. The certificate representing the shares
shall bear an appropriate legend restricting their transfer. Such shares cannot
be sold, transferred, assigned or otherwise hypothecated without registration
under the Act or unless a valid exemption from registration is then available
under applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.

7. Binding Effect. The rights and obligations described in this
letter shall inure to the benefit of and be binding upon both of us, and our
respective heirs, personal representatives, successors and assigns.

8. Date of Grant. The Option shall be treated as having been
granted to you on the date of this letter even though you may sign it at a later
date.

Very truly yours, ACCEPTED AND AGREED:

By:
---------------------------- -----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer

CINDYCO, INC.
1997 STOCK OPTION PLAN
----------------------

1. Grant of Options; Generally. In accordance with the provisions
hereinafter set forth in this stock option plan, the name of which is the
CINDYCO, INC. 1997 STOCK OPTION PLAN (the "Plan"), the Board of Directors (the
"Board") or, the Compensation Committee (the "Stock Option Committee") of
CindyCo., Inc., a Florida corporation, (the "Corporation") is hereby authorized
to issue from time to time on the Corporation's behalf to any one or more
Eligible Persons, as hereinafter defined, options to acquire shares of the
Corporation's Common Stock, $.001 par value (the "Stock").

2. Type of Options. The Board or the Stock Option Committee is
authorized to issue Incentive Stock Options ("ISOs") which meet the requirements
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
which options are hereinafter referred to collectively as ISOs, or singularly as
an ISO. The Board or the Stock Option Committee is also, in its discretion,
authorized to issue options which are not ISOs, which options are hereinafter
referred to collectively as Non Statutory Options ("NSOs"), or singularly as an
NSO. The Board or the Stock Option Committee is also authorized to issue "Reload
Options" in accordance with Paragraph 8 herein, which options are hereinafter
referred to collectively as Reload Options, or singularly as a Reload Option.
Except where the context indicates to the contrary, the term "Option" or
"Options" means ISOs, NSOs and Reload Options.

3. Amount of Stock. The aggregate number of shares of Stock which
may be purchased pursuant to the exercise of Options shall be One Million
(1,000,000) shares. Of this amount, the Board or the Stock Option Committee
shall have the power and authority to designate whether any Options so issued
shall be ISOs or NSOs, subject to the restrictions on ISOs contained elsewhere
herein. If an Option ceases to be exercisable, in whole or in part, the shares
of Stock underlying such Option shall continue to be available under this Plan.
Further, if shares of Stock are delivered to the Corporation as payment for
shares of Stock purchased by the exercise of an Option granted under this Plan,
such shares of Stock shall also be available under this Plan. If there is any
change in the number of shares of Stock due to the declaration of stock
dividends, recapitalization resulting in stock split-ups, or combinations or
exchanges of shares of Stock, or otherwise, the number of shares of Stock
available for purchase upon the exercise of Options, the shares of Stock subject
to any Option and the exercise price of any outstanding Option shall be
appropriately adjusted by the Board or the Stock Option Committee. The Board or
the Stock Option Committee shall give notice of any adjustments to each Eligible
Person granted an Option under this Plan, and such adjustments shall be
effective and binding on all Eligible Persons. If because of one or more
recapitalizations, reorganizations or other corporate events, the holders of
outstanding Stock receive something other than shares of Stock then, upon
exercise of an Option, the Eligible Person will receive what the holder would
have owned if the holder had exercised the Option immediately before the first
such corporate event and not disposed of anything the holder received as a
result of the corporate event.

4. Eligible Persons. (a) With respect to ISOs, an Eligible
Person means any individual who has been employed by the Corporation or by any
subsidiary of the Corporation, for a continuous period of at least six month.
(b) With respect to NSOs, an Eligible Person means (i) any individual

who has been employed by the Corporation or by any subsidiary of the
Corporation, for a continuous period of at least six months, (ii) any director
of the Corporation or any subsidiary of the Corporation, or (iii) any consultant
of the Corporation or any subsidiary of the Corporation.

5. Grant of Options. The Board or the Stock Option Committee has
the right to issue the Options established by this Plan to Eligible Persons. The
Board or the Stock Option Committee shall follow the procedures prescribed for
it elsewhere in this Plan. A grant of Options shall be set forth in writing
signed on behalf of the Corporation or by a majority of the members of the Stock
Option Committee. The writing shall identify whether the Option being granted is
an ISO or an NSO and shall set forth the terms which govern the Option. The
terms shall be determined by the Board or the Stock Option Committee, and may
include, among other terms, the number of shares of Stock that may be acquired
pursuant to the exercise of the Options, when the Options may be exercised, the
period for which the Option is granted and including the expiration date, the
effect on the Options if the Eligible Person terminates employment and whether
the Eligible Person may deliver shares of Stock or exchange the Option for a
cashless exercise to pay for the shares of Stock to be purchased by the exercise
of the Option. However, no term shall be set forth in the writing which is
inconsistent with any of the terms of this Plan. The terms of an Option granted
to an Eligible Person may differ from the terms of an Option granted to another
Eligible Person, and may differ from the terms of an earlier Option granted to
the same Eligible Person.

6. Option Price. The option price per share shall be determined
by the Board or the Stock Option Committee at the time any Option is granted,
and shall be not less than (i) in the case of an ISO, the fair market value,
(ii) in the case of an ISO granted to a ten percent or greater stockholder, 110
percent of the fair market value, or (iii) in the case of an NSO, not less than
the fair market value (but in no event less than the par value) of one share of
Stock on the date the Option is granted, as determined by the Board or the Stock
Option Committee. Fair market value as used herein shall be:

(a) If shares of Stock shall be traded on an exchange or
over-the-counter market, the mean between the high and low sales prices of Stock
on such exchange or over-the-counter market on which such shares shall be traded
on that date, or if such exchange or over-the-counter market is closed or if no
shares shall have traded on such date, on the last preceding date on which such
shares shall have traded.

(b) If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by a recognized appraiser as
selected by the Board or the Stock Option Committee or pursuant to Section 12
herein.

7. Purchase of Shares. An Option shall be exercised by the tender
to the Corporation of the full purchase price of the Stock with respect to which
the Option is exercised and written notice of the exercise. The purchase price
of the Stock shall be in United States dollars, payable in cash, check,
Promissory Note secured by the Shares issued through exercise of the related
Options, or in property, or Corporation stock or by Option exchange for a
cashless exercise, if so permitted by the Board or the Stock Option Committee in
accordance with the discretion granted in Paragraph 5 hereof, having a value
equal to such purchase price. The Corporation shall not be required to issue or

deliver any certificates for shares of Stock purchased upon the exercise of an
Option prior to (i) if requested by the Corporation, the filing with the
Corporation by the Eligible Person of a representation in writing that it is the
Eligible Person's then present intention to acquire the Stock being purchased
for investment and not for resale, and/or (ii) the completion of any
registration or other qualification of such shares under any government
regulatory body, which the Corporation shall determine to be necessary or
advisable.

8. Grant of Reload Options. In granting an Option under this
Plan, the Board or the Stock Option Committee may include a Reload Option
provision therein, subject to the provisions set forth in Paragraphs 20 herein.
A Reload Option provision provides that if the Eligible Person pays the exercise
price of shares of Stock to be purchased by the exercise of an ISO, NSO or
another Reload Option (the "Original Option") by delivering to the Corporation
shares of Stock already owned by the Eligible Person (the "Tendered Shares"),
the Eligible Person shall receive a Reload Option which shall be a new Option to
purchase shares of Stock equal in number to the tendered shares. The terms of
any Reload Option shall be determined by the Board or the Stock Option Committee
consistent with the provisions of this Plan.

9. Stock Option Committee. The Stock Option Committee may be
appointed from time to time by the Corporation's Board of Directors. The Board
may from time to time remove members from or add members to the Stock Option
Committee. The Stock Option Committee shall be constituted so as to permit the
Plan to comply in all respects with the provisions set forth in Paragraph 20
herein. The members of the Stock Option Committee may elect one of its members
as its chairman. The Stock Option Committee shall hold its meetings at such
times and places as its chairman shall determine. A majority of the Stock Option
Committee's members present in person shall constitute a quorum for the
transaction of business. All determinations of the Stock Option Committee will
be made by the majority vote of the members constituting the quorum. The members
may participate in a meeting of the Stock Option Committee by conference
telephone or similar communications equipment by means of which all members
participating in the meeting can hear each other. Participation in a meeting in
that manner will constitute presence in person at the meeting. Any decision or
determination reduced to writing and signed by all members of the Stock Option
Committee will be effective as if it had been made by a majority vote of all
members of the Stock Option Committee at a meeting which is duly called and
held.

10. Administration of Plan. In addition to granting Options and to
exercising the authority granted to it elsewhere in this Plan, the Board or the
Stock Option Committee is granted the full right and authority to interpret and
construe the provisions of this Plan, promulgate, amend and rescind rules and
procedures relating to the implementation of the Plan and to make all other
determinations necessary or advisable for the administration of the Plan,
consistent, however, with the intent of the Corporation that Options granted or
awarded pursuant to the Plan comply with the provisions of Paragraph 20 and 21
herein. All determinations made by the Board or the Stock Option Committee shall
be final, binding and conclusive on all persons including the Eligible Person,
the Corporation and its stockholders, employees, officers and directors and
consultants. No member of the Board or the Stock Option Committee will be liable
for any act or omission in connection with the administration of this Plan
unless it is attributable to that member's willful misconduct.

11. Provisions Applicable to ISOs. The following provisions shall
apply to all ISOs granted by the Board or the Stock Option Committee and are
incorporated by reference into any writing granting an ISO:

(a) An ISO may only be granted within ten (10) years from the
date of this Plan, which is the date that this Plan was originally adopted by
the Corporation's Board of Directors.

(b) An ISO may not be exercised after the expiration of ten
(10) years from the date the ISO is granted.

(d) An ISO is not transferrable by the Eligible Person to whom
it is granted except by will, or the laws of descent and distribution, and is
exercisable during his or her lifetime only by the Eligible Person.

(e) If the Eligible Person receiving the ISO owns at the time
of the grant stock possessing more than ten (10%) percent of the total combined
voting power of all classes of stock of the employer corporation or of its
parent or subsidiary corporation (as those terms are defined in the Code), then
the option price shall be at least 110% of the fair market value of the Stock,
and the ISO shall not be exercisable after the expiration of five (5) years from
the date the ISO is granted.

(f) The aggregate fair market value (determined at the time
the ISO is granted) of the Stock with respect to which the ISO is first
exercisable by the Eligible Person during any calendar year (under this Plan and
any other incentive stock option plan of the Corporation) shall not exceed
$100,000.

(g) Even if the shares of Stock which are issued upon exercise
of an ISO are sold within one year following the exercise of such ISO so that
the sale constitutes a disqualifying disposition for ISO treatment under the
Code, no provision of this Plan shall be construed as prohibiting such a sale.

12. Determination of Fair Market Value. In granting ISOs under
this Plan, the Board or the Stock Option Committee shall make a good faith
determination as to the fair market value of the Stock at the time of granting
the ISO.

13. Restrictions on Issuance of Stock. The Corporation shall not
be obligated to sell or issue any shares of Stock pursuant to the exercise of an
Option unless the Stock with respect to which the Option is being exercised is
at that time effectively registered or exempt from registration under the
Securities Act of 1933, as amended, and any other applicable laws, rules and
regulations. The Corporation may condition the exercise of an Option granted in
accordance herewith upon receipt from the Eligible Person, or any other
purchaser thereof, of a written representation that at the time of such exercise
it is his or her then present intention to acquire the shares of Stock for
investment and not with a view to, or for sale in connection with, any
distribution thereof; except that, in the case of

a legal representative of an Eligible Person, "distribution" shall be defined to
exclude distribution by will or under the laws of descent and distribution.
Prior to issuing any shares of Stock pursuant to the exercise of an Option, the
Corporation shall take such steps as it deems necessary to satisfy any
withholding tax obligations imposed upon it by any level of government.

14. Exercise in the Event of Death or Termination of Employment.
-----------------------------------------------------------

(a) If an optionee shall die (i) while an employee of the
Corporation or a Subsidiary; or (ii) within three months after termination of
his employment with the Corporation or a Subsidiary because of his disability or
retirement, his Options may be exercised, to the extent that the optionee shall
have been entitled to do so on the date of his death, by the person or persons
to whom the optionee's right under the Option pass by will or applicable law, or
if no such person has such right, by his executors or administrators, at any
time, or from time to time. In the event of termination of employment because of
his death while an employee or because of disability or retirement, his Options
may be exercised not later than the expiration date specified in Paragraph 5 or
one year after the optionee's death, whichever date is earlier.

(b) If an optionee's employment by the Corporation or a
Subsidiary shall terminate because of his disability and such optionee has not
died within the following three months, he may exercise his Options, to the
extent that he shall have been entitled to do so at the date of the termination
of his employment, at any time, or from time to time, but not later than the
expiration date specified in Paragraph 5 hereof or one year after termination of
employment, whichever date is earlier.

(c) If an optionee's employment shall terminate by reason of
his retirement in accordance with the terms of the Corporation's tax-qualified
retirement plans if any, or with the consent of the Board or the Stock Option
Committee or involuntarily other than by termination for cause, and such
optionee has not died within the following three months, he may exercise his
Option to the extent he shall have been entitled to do so at the date of the
termination of his employment, at any time and from to time, but not later than
the expiration date specified in Paragraph 5 hereof or thirty (30) days after
termination of employment, whichever date is earlier. For purposes of this
Paragraph 14, termination for cause shall mean; (i) termination of employment
for cause as defined in the optionee's Employment Agreement; or (ii) in the
absence of an Employment Agreement for the optionee, termination of employment
by reason of the optionee's commission of a felony, fraud or willful misconduct
which has resulted, or is likely to result, in substantial and material damage
to the Corporation or a Subsidiary, all as the Board or the Stock Option
Committee in its sole discretion may determine.

(d) If an optionee's employment shall terminate for any
reason, voluntarily or otherwise, other than by death, disability or retirement,
all right to exercise his Option shall terminate at the date of such termination
of employment absent specific provisions in the optionee's Option Agreement.

15. Corporate Events. In the event of the proposed dissolution or
liquidation of the Corporation, a proposed sale of all or substantially all of
the assets of the Corporation, a merger or tender for the Corporation's shares

of Common Stock, the Board of Directors may declare that each Option granted
under this Plan shall terminate as of a date to be fixed by the Board of
Directors; provided that not less than thirty (30) days written notice of the
date so fixed shall be given to each Eligible Person holding an Option, and each
such Eligible Person shall have the right, during the period of thirty (30) days
preceding such termination, to exercise his Option as to all or any part of the
shares of Stock covered thereby, including shares of Stock as to which such
Option would not otherwise be exercisable. Nothing set forth herein shall extend
the term set for purchasing the shares of Stock set forth in the Option.

16. No Guarantee of Employment. Nothing in this Plan or in any
writing granting an Option will confer upon any Eligible Person the right to
continue in the employ of the Eligible Person's employer, or will interfere with
or restrict in any way the right of the Eligible Person's employer to discharge
such Eligible Person at any time for any reason whatsoever, with or without
cause.

17. Nontransferability. No Option granted under the Plan shall
be transferable other than by will or by the laws of descent and distribution.
During the lifetime of the optionee, an Option shall be exercisable only by him.

18. No Rights as Stockholder. No optionee shall have any rights
as a stockholder with respect to any shares subject to his Option prior to the
date of issuance to him of a certificate or certificates for such shares.

19. Amendment and Discontinuance of Plan. The Corporation's Board
of Directors may amend, suspend or discontinue this Plan at any time. However,
no such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan. Further, no amendment to this Plan
which has the effect of (a) increasing the aggregate number of shares of Stock
subject to this Plan (except for adjustments pursuant to Paragraph 3 herein), or
(b) changing the definition of Eligible Person under this Plan, may be effective
unless and until approval of the stockholders of the Corporation is obtained in
the same manner as approval of this Plan is required. The Corporation's Board of
Directors is authorized to seek the approval of the Corporation's stockholders
for any other changes it proposes to make to this Plan which require such
approval; however, the Board of Directors may modify the Plan, as necessary, to
effectuate the intent of the Plan as a result of any changes in the tax,
accounting or securities laws treatment of Eligible Persons and the Plan,
subject to the provisions set forth in this Paragraph 19, and Paragraph 20.

20. Compliance with Code. The aspects of this Plan on ISOs is
intended to comply in every respect with Section 422 of the Code and the
regulations promulgated thereunder. In the event any future statute or
regulation shall modify the existing statute, the aspects of this Plan on ISOs
shall be deemed to incorporate by reference such modification. Any stock option
agreement relating to any Option granted pursuant to this Plan outstanding and
unexercised at the time any modifying statute or regulation becomes effective
shall also be deemed to incorporate by reference such modification and no notice
of such modification need be given to optionee.

If any provision of the aspects of this Plan on ISOs is determined to
disqualify the shares purchasable pursuant to the Options granted under this
Plan from the special tax treatment provided by Code Section 422, such provision
shall be deemed null and void and to incorporate by reference the modification
required to qualify the shares for said tax treatment.

21. Compliance With Other Laws and Regulations. The Plan, the
grant and exercise of Options thereunder, and the obligation of the Corporation
to sell and deliver Stock under such Options, shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required. The Corporation shall not be
required to issue or deliver any certificates for shares of Stock prior to (a)
the listing of such shares on any stock exchange or over-the-counter market on
which the Stock may then be listed, if applicable, and (b) the completion of any
registration or qualification of such shares under any federal or state law, or
any ruling or regulation of any government body which the Corporation shall, in
its sole discretion, determine to be necessary or advisable. Moreover, no Option
may be exercised if its exercise or the receipt of Stock pursuant thereto would
be contrary to applicable laws.

22 Disposition of Shares. In the event any share of Stock
acquired by an exercise of an Option granted under the Plan shall be
transferable other than by will or by the laws of descent and distribution
within two years of the date such Option was granted or within one year after
the transfer of such Stock pursuant to such exercise, the optionee shall give
prompt written notice thereof to the Corporation or the Stock Option Committee.

23 Name. The Plan shall be known as the "CindyCo, Inc. 1997
Stock Option Plan."

24 Notices. Any notice hereunder shall be in writing and sent by
certified mail, return receipt requested or by facsimile transmission (with
electronic or written confirmation of receipt) and when addressed to the
Corporation or the Committee shall be sent to it at its office, ▇▇▇ ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, subject to the right of either
party to designate at any time hereafter in writing some other address,
facsimile number or person to whose attention such notice shall be sent.

25 Headings. The headings preceding the text of Sections and
subparagraphs hereof are inserted solely for convenience of reference, and shall
not constitute a part of this Plan nor shall they affect its meaning,
construction or effect.

26 Effective Date. This Plan, the CindyCo., Inc. 1997 Stock
Option Plan, was adopted by the Board of Directors of the Corporation on October
1, 1997. The effective date of the Plan shall be the same date.

EXECUTIVE EMPLOYMENT AGREEMENTP THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 21st day of March, 2001, effective as of April 2, 2001 (the "Effective Date") between International Cosmetics Marketing Co., a...

Document Metadata

Document Metadata

Table of Contents