Unassociated Document


    KANDERS
& COMPANY, INC.

    One
Landmark Square

    Stamford,
Connecticut 06901

    


    
      
        May
5, 2010

      

    

    PC Group,
Inc.

    419 Park
Avenue South, Suite 500

    New York,
New York 10016

    


    Dear
Sirs:

    


    We are
pleased to set forth in this agreement (the “Agreement”) the terms of the
retention of Kanders & Company, Inc. (the “Consultant”) by PC Group, Inc.
and its affiliates and subsidiaries (collectively, the “Company”).

    


    1.    The
Consultant will act as the non-exclusive consultant to the Company, and will,
subject to the provisions hereinafter set forth:

    


    
      
        	
              	
                (a) 

              	
                Render
      strategic consulting and corporate development services to the Company,
      including, but not limited to, assisting in the development and
      structuring of a corporate financing and acquisition strategy for the
      Company. The Company and the Consultant will execute engagement letters or
      letters of intent at the appropriate time in connection with specific
      transactions for which the Consultant will be entitled to receive
      compensation; and

              


      

    

    


    
      
        	
              	
                (b) 

              	
                Any
      other matter as may be mutually agreed upon by the Consultant and the
      Company.

              


      

    

    


    In
connection with the Consultant’s activities on the Company’s behalf, the
Consultant will familiarize itself with the business, operations, properties and
financial condition of the Company.  Nothing contained in this
Agreement shall require the Consultant to render a fairness opinion to the
Company.

    


    2.    If the
Company requests that the Consultant assist the Company in any debt or equity
financing for the Company, or in any acquisition by, or recapitalization of, the
Company, in any form, including but not limited to any merger, consolidation,
stock or asset acquisition or divestiture, any such further action by the
Consultant will be subject to a separate agreement containing provisions and
terms to be mutually agreed upon.  The Consultant’s compensation for
any such services shall be separately identified in such other agreement, and
shall be in addition to the compensation set forth in paragraph 4
below.

    


    3.    In connection
with the Consultant’s activities on the Company’s behalf, the Company will
cooperate with the Consultant and will furnish the Consultant with all
information and data concerning the Company which the Consultant reasonably
believes appropriate to its assignment (all such information so furnished being
the “Information”) and will provide the Consultant with access to the Company’s
officers, directors, employees, independent accountants and legal
counsel.  The Company recognizes and confirms that the Consultant (a)
will use and rely primarily on the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          PC Group,
Inc.

          May 5,
2010

          Page
2

        

      

    

     

    Information
and on information available from generally recognized public sources in
performing the services contemplated by this Agreement, without having
independently verified same, (b) does not assume responsibility for the accuracy
or completeness of the Information and such other information, and (c) will not
make an independent appraisal of any of the Company’s assets.  The
Information to be furnished by the Company, when delivered, will be true and
correct in all material respects and will not contain any material misstatement
of fact or omit to state any material fact necessary to make the statements
contained therein not misleading.  The Company will promptly notify
the Consultant if it learns of any material inaccuracy or misstatement in, or
material omission from, any Information theretofore delivered to the
Consultant.  The Consultant agrees to keep confidential and not
disclose, without the Company's prior written consent, any Information delivered
to the Consultant by the Company that the Company has identified in writing as
not publicly available and confidential for a period of six months after
termination of this Agreement.

    


    4.    As
compensation for the services rendered by the Consultant hereunder, during the
term of this Agreement the Company shall pay the Consultant an annual fee of
$300,000 in installments of $25,000.00, payable in advance on the first day of
each calendar month.

    


    5. In
addition to the fees described in paragraph 4 above, the Company agrees to
reimburse the Consultant, upon request from time to time, for reasonable
out-of-pocket expenses incurred (including, but not limited to, travel and other
costs, reasonable fees and disbursements of counsel, and of other consultants
retained by the Consultant).

    


    6.    (a)           The
Consultant and the Company have agreed to the indemnification and other
agreements set forth in the Indemnification Agreement dated as of February 13,
2001, the provisions of which are incorporated herein by reference and,
notwithstanding any contrary provision contained therein, shall remain in effect
until the sixth anniversary of the termination of this Agreement.

    


    (b)           The
Company represents and warrants to the Consultant that (x) the execution,
delivery and performance of this Agreement by the Company have been duly
authorized by all requisite corporate action on the part of the Company,
including authorization hereof by the Board of Directors of the Company, and (y)
this Agreement has been duly executed and delivered by the Company, and
constitutes the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms, except to the extent that its enforcement is
limited by bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors’ rights generally and by general
principles of equity.

    


    (c)           The
Consultant represents and warrants to the Company that (x) the execution,
delivery and performance of this Agreement by the Consultant have been duly
authorized by all requisite corporate action on the part of the Consultant,
including authorization hereof by the Board of Directors of the Consultant, and
(y) this Agreement has been duly executed and delivered by the Consultant, and
constitutes the legal, valid and binding obligation of the Consultant,
enforceable in accordance with its terms, except to the extent that its
enforcement is limited by bankruptcy, insolvency, reorganization or other laws
relating to or affecting the enforcement of creditors’ rights generally and by
general principles of equity.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            PC Group,
Inc.

            May 5,
2010

            Page
3

          

        

      

       

    

    7.    This
Agreement shall commence on the date hereof and continue for a period of one
year.  Either party hereto may terminate this Agreement at any time
upon three months’ prior written notice, without liability or continuing
obligation (except for the Consultant’s confidentiality obligations and for any
compensation earned, or expenses incurred by the Consultant up to the date of
termination) and except as set forth in paragraphs 4, 5 and 6.  Upon
termination of this Agreement, the Company shall pay to the Consultant in one
lump sum, payable within five days of such termination, (i) all amounts due the
Consultant for reimbursement of expenses pursuant to Section 5 through the date
of termination, and (ii) the full amount of compensation due to Consultant
pursuant to Section 4 from the date hereof through the end of the term hereof
(i.e. the first anniversary of the date hereof), to the extent the same has not
been paid to the Consultant as of such termination date.

    


    8.    (a)           As
an inducement to the Company to enter into and perform its obligations under
this Agreement, the Consultant covenants and agrees that, during the term hereof
and for a period of one (1) year after the termination of this Agreement for any
reason, neither the Consultant nor its affiliates will, directly or indirectly,
for their account or on behalf of any other Person (as defined in Section 8(b)
below) or as an employer, employee, consultant, manager, agent broker,
contractor, stockholder, director or officer of a corporation, investor, owner,
lender, partner, joint venturer, licensor, licensee, sales representative,
distributor, or otherwise:

    


    (i)           Solicit
or engage in any business that engages in the business of the Company (each, a
“Competitive Business”).

    


    (ii)           Molest
or interfere with the goodwill and relationship with any of the customers or
suppliers of the Company or its affiliates.

    


    (iii)           Persuade,
accept, induce or solicit any of the customers, suppliers or accounts of the
Company or its affiliates, now existing or hereafter obtained, to engage anyone,
other than the Company or its affiliates, to design, manufacture or market foot
and gait-related biomechanical products for such customers, suppliers or
accounts.

    


    (iv)           Invest
in, lend money or give financial support to any Competitive Business other than
any investments or other interests that comprise less than a 5% ownership of a
public company, or any investments or other interests which are passive
investments, or in which the investment decision is made by a third
party.

    


    (b)           The
provisions of Section 8(a) shall not be deemed to preclude the
Consultant  from directly acquiring or holding, solely for investment,
securities of any corporation or entity some of the activities of which
constitute a Competitive Business so long as such securities do not, in the
aggregate, constitute more than five percent (5%) of any class or series of
outstanding securities of such corporation or entity.  For the purpose
of this Agreement, “Person” shall mean any individual, entity or group within
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            PC Group,
Inc.

            May 5,
2010

            Page
4

          

        

      

       

    

    9.    This
Agreement will be governed by, and construed in accordance with, the laws of the
State of New York applicable to agreements made and to be fully performed
therein.  The Consultant and the Company agree to submit to the
jurisdiction of the Federal and New York State courts located in the County of
New York, State of New York, for the purpose of resolving any disputes between
them relating to this Agreement.

    


    10.   The benefits of
this Agreement shall inure to the parties hereto and their respective successors
and assigns, and the obligations and liabilities assumed in this Agreement by
the parties hereto shall be binding upon their respective successors and
assigns.

     

    11.    For the
convenience of the parties hereto, any number of counterparts of this Agreement
may be executed by the parties hereto.  Each such counterpart shall
be, and shall be deemed to be, an original instrument, but all such counterparts
taken together shall constitute one and the same Agreement.  This
Agreement may not be modified or amended except in writing signed by the parties
hereto.

    


    If the
foregoing correctly sets forth our Agreement, please sign the enclosed copy of
this letter in the space provided and return it to us.

    


    
      	 	
              Very
      truly yours,

            
	 	 
      
	 	
              KANDERS
      & COMPANY, INC.

            
	 	 
      
	 	 
      
	 	
              By: 
      /s/ Warren B.
      Kanders                    
      

            
	 	
              Warren
      B. Kanders, President

            
	 	 
	
              AGREED
      TO AND ACCEPTED:

            	 
	 	 
	
              PC
      Group, Inc. hereby accepts the terms and provisions of, and agrees to be
      bound by the terms and provi­sions of the foregoing letter, as of the
      date of the fore­going letter.

            	 
	 	 
	
              PC
      GROUP, INC.

            	 
	 	 
	 	 
	
              By: 
      /s/ W.
      Gray
      Hudkins                                
      

            	 
	
              W.
      Gray Hudkins

            	 
	
              President
      and Chief Executive Officer