Unassociated Document

Exhibit
    10.3
     

    IGIA,
      Inc.

     

    MANAGEMENT
      RETENTION AGREEMENT

     

    This
      Management Retention Agreement (the “Agreement”) is made and entered into
      effective as of December 20, 2006 (the “Effective Date”), by and between Avi
      Sivan (the “Executive”) and IGIA, Inc. (the “Company”).

     

    RECITALS

     

    WHEREAS,
      Executive previously entered into a Employment Agreement with Tactica
      International, Inc., a wholly-owned subsidiary of the Company (the “Employment
      Agreement”);

     

    WHEREAS,
      Executive agrees to enter into this Agreement; and

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and promises set forth
      herein and for other good and valuable consideration, the receipt of and
      sufficiency of which are hereby acknowledged, Company and the Executive agree
      as
      follows:

     

    1.
      Stock
      Grant.
      Executive will be issued the requisite number of shares of Company common stock
      having an aggregate market value of $20,000 as of the close of each calendar
      quarter end (the “Retention Shares”), provided that the Executive has continued
      service to the Company for the quarter then ended, unless service is interrupted
      by disability or retirement. The Retention Shares will be issued and registered
      through Company filings under Form 

    S-8.

     

    2. Annual
      Incentive.
      Nothing
      herein shall prevent the Executive from earning any other incentive payments
      such Executive would otherwise be eligible for under any other agreement or
      plan.

     

    3.
      Successors.

     

    (a)
      Company’s
      Successors.
      Any
      successor to the Company (whether direct or indirect and whether by purchase,
      lease, merger, consolidation, liquidation or otherwise) to all or substantially
      all of the Company’s business and/or assets shall assume the Company’s
      obligations under this Agreement and agree expressly to perform the Company’s
      obligations under this Agreement in the same manner and to the same extent
      as
      the Company would be required to perform such obligations in the absence of
      a
      succession. For all purposes under this Agreement, the term “Company” shall
      include any successor to the Company’s business and/or assets which executes and
      delivers the assumption agreement described in this subsection or which become
      bound by the terms of this Agreement by operation of law.

     

    (b)
      Executive’s
      Successors.
      Without
      the written consent of the Company, Executive shall not assign or transfer
      this
      Agreement or any right or obligation under this Agreement to any other person
      or
      entity. Notwithstanding the foregoing, the terms of this Agreement and all
      rights of Executive hereunder shall inure to the benefit of, and be enforceable
      by, Executive’s personal or legal representatives, executors, administrators,
      successors, heirs, distributees, devisees and legatees.

     

    4.
      Notices.

     

    (a)
      General.
      Notices
      and all other communications contemplated by this Agreement shall be in writing
      and shall be deemed to have been duly given when personally delivered or when
      mailed by U.S. registered or certified mail, return receipt requested and
      postage prepaid. In the case of Executive, mailed notices shall be addressed
      to
      him at the home address that he most recently communicated to the Company in
      writing. In the case of the Company, mailed notices shall be addressed to its
      corporate headquarters, and all notices shall be directed to the attention
      of
      its secretary.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
      Notice
      of Termination.
      Any
      termination by the Company for cause or by Executive as a result of a voluntary
      resignation, involuntary termination or retirement shall be communicated by
      a
      notice of termination to the other party hereto given in accordance with this
      Section. Such notice shall indicate the specific termination provision in this
      Agreement relied upon, shall set forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination under the provision
      so
      indicated, and shall specify the termination date (which shall be not more
      than
      30 days after the giving of such notice). The failure by Executive to include
      in
      the notice any fact or circumstance which contributes to a showing of
      involuntary termination shall not waive any right of Executive hereunder or
      preclude Executive from asserting such fact or circumstance in enforcing his
      rights hereunder.

     

    5.
      Miscellaneous
      Provisions.

     

    (a)
      No
      Duty to Mitigate.
      Executive shall not be required to mitigate the amount of any payment
      contemplated by this Agreement, nor shall any such payment be reduced by
      earnings that Executive may receive from any other source.

     

    (b)
      Waiver.
      No
      provision of this Agreement may be modified, waived or discharged unless the
      modification, waiver or discharge is agreed to in writing and signed by
      Executive and by an authorized officer of the Company (other than Executive).
      No
      waiver by either party of any breach of, or of compliance with, any condition
      or
      provision of this Agreement by the other party shall be considered a waiver
      of
      any other condition or provision or of the same condition or provision at
      another time.

     

    (c)
      Integration. This Agreement, the Employment Agreement and any outstanding stock
      option agreements, restricted stock purchase agreements and loan agreements
      represent the entire agreement and understanding between the parties as to
      the
      subject matter herein and supersede all prior or contemporaneous agreements,
      whether written or oral, with respect to this Agreement.

     

    (d)
      Choice of Law. The validity, interpretation, construction and performance of
      this Agreement shall be governed by the internal substantive laws, but not
      the
      conflicts of law rules, of the State of New York

     

    (e)
      Severability.
      The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provision hereof,
      which shall remain in full force and effect.

     

    (f)
      Employment
      Taxes.
      All
      payments made pursuant to this Agreement shall be subject to withholding of
      applicable income and employment taxes.

     

    (g)
      Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, but all of which together will constitute one and the same
      instrument.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
      of
      the Company by its duly authorized officer, as of the day and year first above
      written.

    


    COMPANY:
      IGIA, Inc.

    


    /S/
      Prem
      Ramchandani                      


    Name:
      Prem Ramchandani

    Title: Chief
      Executive Officer

    


    


    EXECUTIVE:

    


    /S/
      Avi
      Sivan                                     


    Name: Avi
      Sivan

    Title: President