ex-10.61



 












To the attention of Mr. Nicolas Metzke

(hereinafter the “Executive”)




July 25, 2006




Dear Nicolas,



we send you this letter further to our recent discussions with regard to your continuing
appointment as general manager of Ciao France SAS (the “Company”), the terms of this present letter
being applicable as from July 25, 2006 in complete replacement of the provisions of the letter
dated August 1, 2005.





	1.	 	Position of the Executive as corporate officer (mandataire social) of Ciao France SAS




You will continue to serve as General Manager (Directeur Général) of the Company. You will do so in
addition to your functions as managing director of Ciao GmbH in Munich, Germany, pursuant to the
letter agreement between you and Ciao GmbH signed today (the “Ciao GmbH Letter”).



As you are aware, as General Manager you will be a corporate officer within the Company and your
position shall not be construed as an employment contract governed by French labor law or any other
labor laws. We have understood that you have confirmed that no other employment agreement remains
in force, whether or not suspended in its application.





	2.	 	Duties




2.1 As General Manager of the Company, you will be entrusted with the general management of the
Company.



2.2 The Executive shall, internally together with other members of the management of the Company,
if any, conduct the business of the Company with the diligence of a prudent manager in accordance
with all applicable laws, the Articles of Association of the Company, any management rules adopted
by the Supervisory Body, the instructions of the sole shareholder, if applicable, and this Letter.
He shall promote the interests of the Company and, to the extent consistent with the interests of
the Company, the interests of all companies affiliated with the Company.





	3.	 	Remuneration




The Executive shall receive from the Company an annual remuneration in the amount of € 60.000
(sixty thousand). This remuneration shall remain in effect until December 31, 2006, after which
time it will be reviewed by the Supervisory Body for 2007 and each subsequent year.



3.1 The annual remuneration shall be payable in twelve equal installments at the end of each
calendar month, after deduction of any amounts to be withheld under law. For any part of a calendar
year or calendar month, payment shall be made only of an amount proportionate to such time.





Ciao France Adresse 18, rule Horace Vemet F-92130 Issy les
Moulineaux, France

Tel : +33-(0)1-58 88 37 80 Fax : +33-(0)1-55 88 00 71 E-mail : info@ciao-group.com Web : www.ciao-group.com

SAS au capital de 100 000 euros - RCS Nanterre 429 627 839 - Siret : 429 627 839 000 47 

- TVA intra-communautaire : FR 064 296 278 39



 









 












3.2 The remuneration provided for in this Section 3 shall be a compensation for all work of the
Executive. Therefore, there shall be no additional compensation for overtime, holiday or other
extra work.



3.3 All payments due under this letter shall be made by wire transfer to such bank account as shall
be designated by the Executive from time to time and initially to his account no. 10070641504
using the IBAN FR76 1254 8029 9810 0706 4150 495 with Banque Axa Banque in Paris, France.
Any costs of making such wire transfer shall be borne by the Company.





	4.	 	Expenses




The Company shall reimburse necessary and appropriate expenses, including travel and business
expenses in accordance with Company policy. As the case may be, proof for the expenses shall be
provided in accordance with tax rules unless lump sum amounts can be reimbursed under tax law.





	5.	 	Miscellaneous




In addition to the provisions of this letter, all provisions of the Ciao GmbH Letter as it may be
amended from time to time shall apply to this present letter as if they were fully incorporated
herein (with the “Company” being Ciao France SAS for purposes of such application) with the
exception of the provisions of Section 3 (Remuneration), Section 4 (Expenses — Company Car –
Housing), Section 9 (Non-Compete Clause) and Section 13 (Insurance). For the avoidance of doubt,
this includes application to the present letter of Section 14.2 regarding applicable law and court
jurisdiction.




*



We trust that you will find these terms satisfactory. Please confirm your acceptance of the above
terms by signing the enclosed duplicate of this Letter.




Best regards,




Ciao France SAS

By: Ciao Gmbh




	 	 	 
	   /s/ Nicolas Metzke
 

By: Nicolas Metzke, Managing Director

	 	 






Accepted by Nicolas Metzke

On July 25, 2006




	 	 	 
	   /s/ Nicolas Metzke
 

Nicolas Metzke

	 	 









Ciao France Adresse 18, rule Horace Vemet F-92130 Issy les
Moulineaux, France

Tel : +33-(0)1-58 88 37 80 Fax : +33-(0)1-55 88 00 71 E-mail : info@ciao-group.com Web : www.ciao-group.com

SAS au capital de 100 000 euros - RCS Nanterre 429 627 839 - Siret : 429 627 839 000 47 

- TVA intra-communautaire : FR 064 296 278 39