Exhibit

10.24




AGREEMENT TO PROVIDE SERVICES




AGREEMENT TO PROVIDE SERVICES, dated as of this 12th

day of July, 200l, between Hauser,

Inc., a Delaware corporation (the “Company”),

Thomas Hanlon Associates (the “Contractor”) and Thomas W. Hanlon

(“Hanlon”).




RECITALS:




WHEREAS, Contractor specializes in advising businesses

with respect to both financial and operational restructuring;




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

and subject to the conditions hereinafter set forth.  Hanlon 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 Hanlon’s position as Chief Financial Officer of the

Company, as may be assigned to Hanlon 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 $4,327 per

week.  The Compensation shall be payable

each week for the immediately preceding week. 

In addition, Contractor shall receive

Incentive Compensation as described in Exhibit A.




(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.  Hanlon shall not receive any 




 




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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

Contractor 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 Hanlon.  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 Hanlon 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 Hanlon 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 Hanlon for

services which the Contractor causes Hanlon 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 Contractor may have

furnished the Company in writing, or




(2)           if

to the Company, Kenneth C.  Cleveland,

2550 El Presidio 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 facsimile number as it

may have furnished in writing to the Contractor,




 




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(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/ Kenneth C.

  Cleveland


  
	

   


  	

  Name:  Kenneth C. Cleveland


  
	

   


  	

  Title:    President and Chief Executive Officer 


  
	

   


  	

   


  
	

   


  
	

  THOMAS HANLON

  ASSOCIATES


  
	

   


  	

   


  
	

  By:


  	

  /s/ Thomas W. Hanlon


  
	

   


  	

  Name:  Thomas W. 

  Hanlon


  










 




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EXHIBIT

A




AGREEMENT TO PROVIDE

SERVICES




 




Contractor shall receive incentive compensation of up to 50% of fees

subject to the following.




 




25% of Fees if Company exceeds its annual budget pretax income




 




25% of Fees based on Contractors performance




 




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