Exhibit 10.22




AGREEMENT

TO PROVIDE SERVICES




AGREEMENT TO PROVIDE

SERVICES, dated as of this 1st day of August, 2000, between Hauser, Inc., a

Delaware corporation (the “Company”), Kenneth Cleveland Associates, Inc. (the

“Contractor”) and Kenneth C. Cleveland (“Cleveland”).




RECITALS:




WHEREAS, Contractor

specializes in advising businesses with respect to both financial and

operational restructuring;




WHEREAS, Cleveland is an

employee of Contractor; and




WHEREAS,

the Company desires to engage the services of the Contractor

and the Contractor has indicated its willingness to provide services to the

Company, which services shall include Cleveland serving as Chief Financial Officer of the Company, on the

terms and conditions set forth herein;




NOW, THEREFORE, in consideration

of the foregoing premises, and for

other good and valuable consideration, the receipt and adequacy of which is

hereby acknowledged, it is hereby agreed as follows:




SECTION 1.           Appointment.  The Company hereby appoints (the

“Appointment”) the Contractor and the Contractor hereby agrees to provide

services to the Company which shall consist of Cleveland serving as Chief

Financial Officer of the Company.  The

term, of the Contractor’s Appointment (the “Term”) shall commence on the date

hereof (the “Commence­ment Date”) and shall terminate on one year anniversary

of the Commencement Date.




SECTION 2.           Duties.  During the Term, the Contractor shall cause

Cleveland to serve as Chief Financial Officer of the Company, on the terms and

subject to the conditions hereinafter set forth.  Cleveland shall serve as a Chief Financial Officer of the Company

and, in such capacity, shall report directly to the Chief Executive Officer and

to the Board of Directors of the Company (the “Board of Directors”) and shall

have such duties as are typically performed by a chief financial officer of a

corporation, together with such additional duties, commensurate with

Cleveland’s position as Chief Financial Officer of the Company, as may be

assigned to Cleveland from time to time by the Chief Executive Officer or Board of Directors.




SECTION 3.           Fees

and Expenses.




(a)           In

consideration for the services provided by Contractor during the Term, the

Company shall pay the Contractor a fee of $8,000 per week.  The Compensation shall be payable each week

for the immediately preceding week.




(b)           The

Company shall reimburse the Contractor for reasonable direct expenses incurred by the Contractor in connection with travel

or other activities required by the Company in accordance with the expense reimbursement policy of

the Company.




 




 





























 




(c)           Except

as expressly set forth herein, the Contractor shall not be entitled to receive

any other compensation or benefits from the Company.  Cleveland shall not receive any compensation from the Company for

the services which the Contractor shall cause him to perform for the Company.




SECTION 4.           Termination.  Prior to the end of the Term, the Company

and the Contractor shall have the right to terminate the Appointment of the

Consultant upon 30-days notice.  In the event

of a termination for any reason, all payments under Sections 3 hereof shall

terminate immediately.




SECTION 5.           Relationship

Between the Parties.  Nothing in

this Agreement shall be taken to imply any relationship of partnership, agency

or employer and employee between the Company and the Contractor or the Company

and Cleveland.  The Contractor shall be

an independent contractor, and not an employee of the Company, within the

meaning of all Federal, state and local laws and

regulations governing employment insurance, workers’ compensation,

industrial accidents, labor and taxes. 

Neither the Contractor nor

Cleveland shall, by reason of this Agreement, acquire any benefits, privileges

or rights under any benefit plan operated by the Company or its subsidiaries or

affiliates for the benefit of their employees, including, without limitation,

(i) any pension or profit-sharing plans or (ii) any plans providing medical,

dental, disability or life insurance

protection.




SECTION 6.           Miscellaneous.




(a)           Withholding.  Contractor shall be solely responsible, and

the Company shall not withhold from any amounts payable hereunder, for all

federal, state, county and/or local taxes payable with respect to any and all

payments hereunder.




(b)           Indemnification.  Contractor and Cleveland shall indemnify and

hold harmless the Company against all costs, charges, penalties and expenses

whatsoever incurred or sustained by the Company in connection with the

Appointment that arise out of any failure on the part of the Company or the Contractor

to pay withholding taxes on behalf of the Contractor or Cleveland for services

which the Contractor causes Cleveland to perform for the Company pursuant to

this Agreement, as may be required under any applicable federal, state, county

or other applicable tax laws.




(c)           Notices.




(i)            All communications under this

Agreement shall be in writing and shall be delivered by hand or mailed by overnight courier or by registered

or certified mail, postage prepaid:




(1)           if

to the Contractor, at                             ,

          

(facsimile:  (        ),

or at such other address or facsimile number as the Executive may have furnished the Company in writing, or




(2)           if

to the Company, Volker Wypyszyk, 2550 El Presido Street, Long Beach, CA 90810-1193 (facsimile:  (310) 637-9807), marked for the attention

of the Chief Executive Officer, or at such other address or 




 




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facsimile number as

it may have furnished in writing to the Executive,




(ii)           Any notice so addressed shall be

deemed to be given:  if delivered by

hand, on the date of such delivery; if mailed by courier, on the first business

day following the date of such mailing; and if mailed by registered or

certified mail, on the third business day after the date of such mailing.




(d)           Entire

Agreement; Amendment and Waiver. 

This Agreement constitutes the entire understanding of the parties

hereto relating to the subject matter hereof and supersedes all prior agreements or understandings with

respect to the subject matter hereof among such parties.  This Agreement may be amended, and the

observance of any term of this Agreement may be waived, with (and only with) the written consent of each of the parties hereto.




(e)           Governing

Law.  This Agreement shall be

governed by and construed in accordance with the laws of the State of California without reference to principals of conflicts

of law.




(f)            Section

Headings.  The headings of the

sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to

constitute a part thereof.




(g)           Counterparts.  This Agreement may be executed in one or

more counterparts, each of which shall be deemed an original and all of which

together shall be considered one and the same agreement.




IN WITNESS WHEREOF, the

undersigned have executed this Agreement on the day and year first above

written.




	

  HAUSER INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

  By: /s/ Volker Wypyszyk


  
	

   


  	

  Name:  Volker

  Wypyszyk


  
	

   


  	

  Title: 

  President and Chief’ Executive 

  Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

  KENNETH CLEVELAND ASSOCIATES, INC.


  
	

   


  	

   


  
	

  By: /s/ Kenneth C. Cleveland


  
	

   


  	

  Name:  Kenneth

  C. Cleveland


  
	

   


  	

  Title: 

  President


  
	

   


  	

   


  
	

  /s/  Kenneth C.

  Cleveland 


  
	

  Kenneth C. Cleveland


  





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