As of April 28, 2002
Jewelcor Management, Inc.
100 North Wilkes-Barre Boulevard
Wilkes-Barre, PA 18702
Ladies and Gentlemen:
This will confirm the agreement between Jewelcor Management, Inc. (the
"Independent Contractor") and Designs, Inc. (the "Corporation")
regarding the extension of the term of the Consulting Agreement between
the Independent Contractor and the Corporation dated as of April 29,
2000 (the "Agreement"), and previously extended as of April 28, 2001
for a period of one year commencing on April 29, 2001 and ending on
April 28, 2002.
1. The term of the Agreement shall be extended for an additional period
of one (1) year commencing on April 29, 2002 and ending on April 28,
2003. Unless the context otherwise requires, April 28, 2003 shall be
the "Expiration Date" of the Agreement as so extended.
2. Subject to the provisions of Section 4 of the Agreement, the
consideration to be furnished to the Independent Contractor by the
Corporation for the Services rendered by the Independent Contractor
under the Agreement during the period from April 29, 2002 through April
28, 2003 shall consist of (a) 60,659 non-forfeitable, fully paid and
non-assessable shares of the Corporation's Common Stock (the fair value
of which Common Stock on April 29, 2002, the date of the extension of
the Agreement as set forth herein, was $276,000 or $4.55 per share) and
(b) the reimbursement of actual and direct out-of-pocket expenses
incurred by the Independent Contractor in the rendering of Services
under the agreement.
The remaining terms of the Agreement shall remain in full force and
effect without change. For the avoidance of doubt, the parties hereby
agree and acknowledge that the foregoing extension does not change the
compensation or other rights or obligations of the parties originally
provided in the Agreement with respect to any prior period.
Very truly yours,
Designs, Inc.
Agreed and Accepted:
Jewelcor Management, Inc.