In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

[Q]: Exhibit 10.1

                        INTELLECTUAL PROPERTY AGREEMENT

     THIS AGREEMENT (the Agreement),  dated June 16, 2004, is made and entered into by and between VISUALANT INCORPORATED, a Nevada corporation (the Company) and KENNETH TURPIN (Turpin),

     WHEREAS,  the  Company  is in  the  business  of  researching,  developing, acquiring, and commercializing products and services related to color technology outside  the  visible  spectrum,  using  specialized  narrow band N-IR and N-UV sensors and spatial  analysis  software  modeling which  translate the invisible into the visible (the  Business),  and involving  specialized  and proprietary information and trade secrets which the Company considers to be amongst its most sensitive, confidential, and proprietary information;

     WHEREAS, Turpin has identified,  researched and is developing the Business for and on behalf of the Company;

     NOW THEREFORE,  in consideration of the sum of $10.00 paid by each party to the other, and the  representations,  warranties and covenants contained herein, the  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as follows:

1.   Definitions.  In this Agreement, the following words and phrases shall have      the following meanings:

     (a)  Affiliate  shall have the same  meaning as  contained  in the Canada           Business   Corporations  Act;  Company   Affiliate  shall  mean  any           Affiliate of the Company;

     (b)  Company Property means any and all information, equipment, hardware,           components, documents and other property of the Company or any Company           Affiliate  provided  to or used by Turpin,  including  all  computers,           monitors,  laptops,  personal  digital  assistants,  mobile  computing           devices,  computer  peripherals,  cell  phones  and other  telephones,           pagers,  storage media,  security cards, keys,  calling cards,  charge           cards,  reference  materials,  designs,  specifications,   schematics,           drawings,  diagrams,  pictures,  notes,  memoranda,  papers,  manuals,           records, and the like;

     (c)  Intellectual  Property  Rights means any and all copyrights,  design           rights,  trade-marks,  trade  secrets  and  confidential  information,           patent rights,  and all other  proprietary  rights,  which may subsist           anywhere in the world,  whether registered or unregistered,  including           all applications for registration or issuance of any of the foregoing,           all priority and convention  rights in any of the  foregoing,  and all           rights to file any such applications;

     (d)  Research  and  Development  means  information   pertaining  to  any           research, development,  investigation,  study, analysis, experiment or           test  carried on or  proposed  to be carried on by the  Company or any           Company Affiliate;

     (e)  Software  means  any  and all  algorithms,  data  structures,  code,           instructions,  scripts,  tables, data, and other information used by a           computer or processor to process information, such Software including,           without  limitation,  (i) all source code,  object code and executable           code, and (ii) all routines,  subroutines,  program material, computer           files,  system  architectures,   models,   flowcharts,   requirements,           specifications,   notes,  outlines,  papers,  descriptions  and  other

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          documents   created  or  developed  in  connection  with  any  of  the           foregoing,  the resulting  screen formats and other visual effects of           the Software,  and any formulae,  processes,  or ideas, whether or not           protected by copyright;

     (f)  Work means,  with respect to the Business,  any and all  inventions,           discoveries,  designs,  developments,   modifications,   improvements,           products, methods, trade secrets, mid know- how that Turpin, solely or           with others,  conceives of,  modifies,  develops,  contributes  to, or           reduces to practice,  including without limitation Software,  records,           documents,  photographs,  video recordings, sound recordings,  images,           designs,    animations,    drawings,    sketches,   diagrams,   plans,           compilations, and analyses, and all parts, elements,  combinations and           derivative works thereof, and

     (g)  Work  Product  means any and all Work and  other  items in any form           that Turpin, solely or with others, conceives of, modifies,  develops,           contributes  to, or reduces to practice  during the period of Turpin's           employment with the Company and which:

          (i)  relate,  directly  or  indirectly,  to the  Company's  present or                future foreseeable Business or Research and Development; or

          (ii) result from any work performed by Turpin for the Company;

          whether or not such are made during or after working hours,  on or off           the Company's premises.

2.   Ownership  by the  Company.  Turpin  acknowledges  and agrees that all Work





     Product  have been made for the Company  and that the Company  shall be the      exclusive  owner  of all  right,  title,  and  interest  in and to the Work      Product and all  Intellectual  Property Rights therein.  Turpin does hereby      assign and transfer to the Company,  effective  upon  creation,  all right,      title, and interest that Turpin may have in and to the Work Product and all      Intellectual Property Rights therein and does hereby assign all of Turpin's      future right,  title,  and interest that Turpin may have in and to each of      the Work Product and Intellectual Property Rights therein, effective at the      time each is created.  Turpin hereby  irrevocably  and expressly  waives as      against  any  person all moral  rights  Turpin may have in any and all Work      Product.

3.   Disclosure of Work Product. Turpin agrees to maintain at all times adequate      and current  records  relating to the creation and development of the Work      Product and  Intellectual  Property Rights  therein,  which records and all      copies  thereof  shall be and shall  remain the  exclusive  property of the      Company,  and to  disclose  all such  records  and  copies  to the  Company      promptly.

4.   Assistance.  Turpin shall, at the Company's  request,  assist with, execute      and   deliver   all   further   documents,   applications,    declarations,      verifications,  submissions,  transfers  and  assignments  and do all other      things requested by the Company, acting reasonably,  during the term hereof      and  thereafter,  at the expense of the  Company,  but  without  additional      compensation,  to enable the Company or its nominees to apply for, acquire,      prosecute,  perfect,  enforce and/or maintain any and all right,  title and      interest, in any country, in and to the Confidential Information,  the Work      Product and the Intellectual Property Rights in same.

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5.   Protection of Work Product.  Turpin  covenants that Turpin shall not at any      time directly or indirectly contest or assist any third party in contesting      the Company's right,  title, and interest in and to the Work Product or any      Intellectual  Property  Rights  therein.  Turpin  shall  not,  directly  or      indirectly,  apply for or seek registration of any  Intellectual  Property      Rights in any Work Product in any jurisdiction  without the express written      approval of the  Company.  Turpin  waives any and all  existing  and future      moral rights with respect to the Work Product and all Intellectual Property      Rights therein.

6.   Return of Company  Property.  Turpin shall  deliver to the Company all Work      Product and Company  Property,  including all originals and copies thereof,      in Turpin's possession and/or control,  at the request of the Company,  or,      in the  absence  of  such a  request,  upon  the  termination  of  Turpin's      employment with the Company.

7.   Term and  Termination.  This Agreement  shall continue until  terminated as      provided herein.  This Agreement may, with written notice, be terminated by      either party should Turpin's  employment with the Company terminate for any      reason.  Termination under this Section 12 shall be effective from the date      written  notice is delivered or the date  specified in the written  notice.      whichever is later.

8.   Injunctive  Relief.  Turpin  acknowledges  that  monetary  damages would be      inadequate  to  compensate  the  Company  for any  breach by Turpin of this      Agreement and that any such breach would constitute irreparable harm to the      Company.  Accordingly,  Turpin  agrees  that upon the breach or  threatened      breach of any terms of this  Agreement,  the Company shall,  in addition to      all other remedies,  be entitled to an immediate  injunction  enjoining any      breach of this Agreement or a decree for specific performance.

9.   Amendment.  Waiver.  Variation.  No amendment,  waiver, or variation of the      terms, conditions,  warranties,  covenants,  agreements or undertakings set      out herein shall be of any force or effect  unless  reduced to writing duly      executed  by all  parties  hereto  in the  same  manner  and  with the same      formality as this Agreement is executed.

10.  Successors and Assigns. This Agreement shall be binding upon Turpin and the      heirs and legal  representatives  of Turpin,  and shall be binding upon and      ensure to the  benefit  of the  Company  and its  successors  and  assigns,      including  any  corporation  with  which or into  which the  Company or its      successors may be merged or which may succeed, to its assets or business.

11.  Employment  by  Affiliates.  Turpin  acknowledges  and agrees that Turpin's      employment  with the Company may be succeeded by employment  with a Company      Affiliate,  in which case the terms of this  Agreement  shall  continue  in      effect with respect to such employment until an agreement  relating to this      subject matter is signed between Turpin and the Company Affiliate.

12.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in      accordance  with the laws of the  Province  of  British  Columbia  (without      regard to its conflict of laws provisions)  which shall be deemed to be the      proper law thereof. All disputes or claims arising out of or in relation to      the  Agreement  may be  submitted  to and  resolved  by the  Courts  of the      Province of British Columbia  (including the Supreme Court of Canada).  The      parties  hereby   irrevocably   submit  and  attorn  to  the  non-exclusive      jurisdiction  of such Courts to finally  adjudicate  or determine any suit,      action, or proceeding arising out of or in relation to this Agreement.

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13.  Terms  Paramount.  The terms of this Agreement are in addition to any other      existing terms (the Existing  Terms)  between the Company and Turpin.  In





     the  event of any  inconsistency  or  conflict  between  the  terms of this      Agreement  and any Existing  Terms,  the terms of this  Agreement  shall be      paramount  and shall  supersede  the  Existing  Terms to the  extent of the      inconsistency or conflict.

14.  Time.  Time shall be of the essence  for each and every term and  condition      hereof.

15.  Severability. The provisions of this Agreement, whether or not contained in      the same section,  are independent and separable.  If any of the provisions      of this Agreement shall be invalid or  unenforceable  under the laws of the      jurisdiction   where   enforcement   is   sought,    such   invalidity   or      unenforceability  shall not invalidate or render  unenforceable  the entire      Agreement  but rather the entire  Agreement  shall be  construed  as if not      containing the particular invalid or unenforceable  provision or provisions      and the  rights and  obligations  of the  parties  shall be  construed  and      enforced accordingly,  with the invalid or unenforceable provision modified      so as to be limited and enforced to the fullest  extent  possible under the      laws of that  jurisdiction,  with  retroactive  effect  to the date of this      Agreement.

16.  Interpretation. The language in all parts of this Agreement shall be in all      cases construed  simply  according to its fair meaning and not strictly for      or against any of the parties  hereto.  Any rule of  construction  that any      ambiguities  are to be  resolved  against the  drafting  party shall not be      employed  in the  interpretation  of  this  Agreement.  Each  of the  terms      including,  include and includes, when used in this Agreement, is not      limiting whether or not non-limiting language (such as without limitation      or but not limited to or words of similar  import) is used with reference      thereto.

17.  Headings  and  Gender.  The  headings  and  subheadings  contained  in this      Agreement are used solely for  convenience  and do not constitute a part of      the  Agreement,  nor  should  they  be  used  to aid in any  manner  in the      construction  or  interpretation  of this  Agreement.  Unless  the  context      requires  otherwise,  words  importing the singular  include the plural and      vice versa and words importing gender include all genders.

18.  Counterparts  and Execution by Fax.  This  Agreement may be executed in any      number of  counterparts  with the same effect as if' all the  parties  have      signed the same document.  All counterparts shall be construed together and      shall  constitute one agreement.  This Agreement may be validly executed by      means of transmission of signed facsimile.

19.  Acknowledgement. Turpin has carefully read and considered the terms of this      Agreement and,  having done so,  understands  the terms and agrees that the      terms herein are fair and reasonable  and are  reasonably  required for the      protection of the interests of the Company.

     IN WITNESS  WHEREOF the parties have duly  executed  this  Agreement on the date first above written.

VISUALANT INCORPORATED

PER /s/ RONALD P. ERICKSON -------------------------- RONALD P. ERICKSON

Authorized Signatory

/s/ KENNETH TURPIN ------------------     KENNETH TURPIN

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[A]: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?


[Q]: Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

SERVICES OUTSOURCING AGREEMENT

Between

CCA INDUSTRIES, INC. (Company)

And

EMERSON HEALTHCARE, LLC (Contractor)

DATED AS OF January 20, 2014





CONFIDENTIAL TREATMENT REQUESTED

This Services Outsourcing Agreement (this Agreement) is made as of January 20, 2014 (Date), between CCA Industries, Inc. (Company), and Emerson HealthCare, LLC, a Pennsylvania limited liability company (Contractor).

RECITALS

WHEREAS, the Company will own, develop, manufacture or have manufactured, market and sell the products set forth on Exhibit A attached hereto, as the same may be amended from time to time in accordance with the terms hereof (the Products), and desires to outsource certain logistical and administrative services with respect to the Products; and

WHEREAS, the Company desires to engage Contractor to provide certain logistical and administrative services with respect to the Products and Contractor is willing to provide such services in connection therewith, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Contractor agree as follows:

ARTICLE I

GENERAL TERMS

1.01 Certain Defined Terms. For the purposes of this Agreement, the following capitalized terms shall have the meanings set forth below.

(a) Accounts Receivable shall mean all accounts receivable, notes receivable and other indebtedness due and owed by any Customer and arising or held in connection with the sale of any of the Products.

(b) Agreement shall mean this Agreement, including all Exhibits attached hereto, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof.

(c) Claim shall have the meaning set forth in Section 7.01.

(d) Company shall have the meaning set forth in the Preamble to this Agreement.

(e) Confidential Information shall have the meaning set forth in Section 5.04.

(f) Contractor shall have the meaning set forth in the Preamble to this Agreement.

(g) Customer means any current or prospective customer of the Company with respect to the Products.

(h) Disclosing Party shall have the meaning set forth in Section 5.04.

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CONFIDENTIAL TREATMENT REQUESTED

(i) Effective Date shall have the meaning set forth in Section 2.01.

(j) Files and Work Papers shall have the meaning set forth in Section 5.05.

(k) Force Majeure Event shall have the meaning set forth in Section 8.03.

(l) Governmental Authority' means any supranational, national, federal, provincial, state or local judicial, legislative, executive or regulatory authority, body or instrumentality.

(m) Gross Invoiced Sales means the gross selling price (before the application of any non-cash discounts, rebates, credits, allowances or similar deductions or adjustments) less any cash discounts, of all Products that are invoiced to and paid by Customers.

(n) Intellectual Property means all intellectual property rights, including all rights in patents, patent applications, formulae, trademarks, trademark applications, trade names, confidential information, trade secrets, inventions, copyright, industrial designs and know-how.

(o) Notice Period shall mean the period between the termination date of this Agreement and the date that is six (6) months after the date on which the Company provides Contractor with written notice of its election to terminate this Agreement.

(p) OHL means Ozbum-Hessey Logistics, LLC and its Affiliates.

(q) Person means an individual, a limited liability company, a joint venture, a corporation, a partnership, an association, a trust, a division or an operating group of any of the foregoing or any other entity or organization.

(r) Products shall have the meaning set forth in the Recitals to this Agreement.

(s) Receiving Party shall have the meaning set forth in Section 5.04.

(t) Sales Representation Agreement means the sales representation agreement, dated as of the date hereof, between Company and Contractor.

(u) Service Fees shall have the meaning set forth in Section 4.01.

(v) Services means any of the services to be provided by or on behalf of Contractor to the Company under this Agreement and set forth on Exhibit B.

(w) Term shall have the meaning set forth in Section 2.01.

(x) Termination Fee shall mean an amount equal to the average Service Fees per day over the 180 day period immediately preceding the date written notice of termination is provided pursuant to Section 8.01(d) and (e) multiplied by number of days by which the Notice Period will be less than 180.

(y) Territory means the United States, excluding its territories and possessions.

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CONFIDENTIAL TREATMENT REQUESTED

1.02 Interpretation. The words hereof, herein, hereto and hereunder and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms defined in the singular shall have a comparable meaning when used in the plural and vice versa. The term including shall mean including, without limitation. When a reference is made in this Agreement to an Article, a Section or an Exhibit, such reference shall be to an Article or a Section of, or an Exhibit to, this Agreement unless otherwise indicated.

ARTICLE I1

TERM: EFFECTIVE DATE

2.01 Term. This agreement shall commence on January 20, 2014 (the Effective Date) and shall continue in effect for six (6) months (the Initial Term). This agreement shall automatically renew for successive six (6) month periods unless written notice is provided of either party's intent not to renew at least six (6) months before the end of the then-current term.

2.02 Effective Date. This Agreement shall have no force or effect unless and until the Effective Date. If the Effective Date does not occur, then this Agreement shall be void ab initio and shall have no force or effect.

ARTICLE III

OBLIGATIONS OF CONTRACTOR

3.01 Contractor Services. Contractor shall perform during the Term of this Agreement the Services set forth on Exhibit B in respect of the Products in the Territory.

3.02 Meetings. Contractor shall meet with the Company on at least a monthly basis, or more often to the extent reasonably requested by the Company, to review historical sales results by Product SKU, forward-looking sales forecasts by Product SKU, current inventories of the Products on hand, production scheduled and to be scheduled of the Products, and any other matters as the parties shall determine. Such meetings shall take place at the offices of the Company (or, at the election of the Company, by video or telephone conference) no later than the fifteenth (15th) day of each calendar month during the Term of this Agreement or at such other time as the parties shall mutually agree.

3.03 Access. From time to time during the Term of this Agreement, upon reasonable advance notice, Contractor shall permit the Company and its agents, representatives, auditors and designees to visit, inspect and have full access, during normal business hours, to properties, assets, books, records, agreements, documents, data, files and personnel of Contractor.

3.04 Ownership of Accounts Receivable & Inventory. Contractor acknowledges and agrees that it is acting solely as a collection agent on behalf of the Company with respect to all Accounts

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CONFIDENTIAL TREATMENT REQUESTED

Receivable collected from Customers, and such Accounts Receivable and the proceeds therefrom are and shall remain at all times property of the Company. Contractor further acknowledges and agrees that it has no ownership interest whatsoever in any of the Company's Inventory.

ARTICLE IV

PAYMENT

4.01 Service Fees. In consideration of providing the Services set forth in Exhibit B, the Company agrees to pay to Contractor [ ** ] percent ([ *∗ ]%]) of Company's Gross Invoiced Sales (the Service Fees). Company agrees to have Fesnak & Associates, LLP pay the Service Fees directly to Contractor. Service Fees shall be paid to Contractor within five (5) days after the end of each month.

4.02 Remittance. Contractor shall deposit into bank accounts designated by the Company an amount equal to the following: all amounts received from any Customer that are related to Accounts Receivable, less each of the following that is applicable to any such Accounts Receivable (and has not already been applied to reduce any Accounts Receivable): (i) Service Fees, (ii) commissions pursuant to the Sales Representation Agreement, (iii) returns, (iv) quantity and cash discounts, (v) trade allowances or markdowns granted on account of unsalable or discontinued Products, (vi) all sales or use taxes, tariffs, duties or similar charges of any Governmental Authority paid by or for the benefit of the Company, (vii) freight, warehousing (storage and labor) and other charges associated with the distribution of the Products using Contractor's warehouse, logistics terminal and shipping facility (see Exhibit C), (viii) the Company's pro rata portion of product liability insurance (approximately $800 per million dollars of sales) purchased by the Contractor in connection with performance of the Services, and (ix) any other deductions, rebates, credits, allowances or adjustments, in each case, which has been specifically identified by such Customer as being applicable to any such Accounts Receivable. Contractor shall use its best efforts to deposit the foregoing amounts within five (5) business days, following the receipt thereof.

4.03 Retention of Monies. During the Term of this agreement, and for a period of twenty four (24)months after Termination (the Withholding Period), Contractor may retain monies (collections in Accounts Receivable) against any reasonable anticipated deductions for product recalls, unsalables, rebates, allowances or any audits or other adjustments it deems necessary. The retention of monies shall only be to the extent that the reasonable anticipated deductions exceed the anticipated accounts receivables. At the end of the Withholding Period, Contractor shall remit to the Company the retained monies less any deductions charged by Customers against Company's Products. After the Withholding Period, Company will remain liable to Contractor for any additional audits, deductions, rebates, credits, allowances or other adjustments taken by the Customers against the Company's Products.

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CONFIDENTIAL TREATMENT REQUESTED

4.04 Expenses. Other than as specifically provided herein, each party shall be responsible for its own expenses incurred in connection with the performance of its obligations under this Agreement; provided, that the Company shall reimburse Contractor for reasonable documented out-of-pocket travel expenses associated with any meeting specifically requested by the Company and not otherwise contemplated by this Agreement.

ARTICLE V

ADDITIONAL AGREEMENTS

5.01 New Products. The Company may amend Exhibit A to add new products to the scope of this Agreement, including line extensions of the then-existing Products and new brands acquired by the Company that are sold into the same classes of trade as the then-existing Products.

5.02 Intellectual Property. All rights to either party's Intellectual Property, including all rights in patents, patent applications, formulae, trademarks, trademark applications, trade names, confidential information, trade secrets, inventions, copyright, industrial designs and know-how, (Intellectual Property) shall remain that party's absolute property during and after the Term of this Agreement. The Products and any Intellectual Property owned by the Company in connection therewith shall be the absolute property of the Company during and after the Term of this Agreement. Neither party shall apply for registration of any trademarks, trade names, or brand names of the other party and each party hereby renounces all rights that it may acquire to such trademarks, trade names or brand names according to law or customs because of this Agreement or because of its use of such trademarks, trade names, or brand names under this Agreement.

5.03 Grant of Sublicense. Solely to the extent necessary to enable Contractor to provide the Services in accordance with the terms herein, the Company hereby grants Contractor a royalty-free, non-exclusive sublicense, without the right to grant further sublicenses, under any and all applicable trademarks and other Intellectual Property owned or controlled by or licensed to the Company or any of its Affiliates to provide, during the Term of this Agreement, the Services in respect of the Products in the Territory. Nothing contained herein shall give Contractor any right to use any of the Company's Intellectual Property used in connection with the Products or trademarks or trade names that may appear on the labeling for the Products, except for providing the Services in accordance with the terms herein. Except as provided in this Section 5.03, Contractor shall not obtain any right, title or interest in any of the Company's Intellectual Property or trademark or any other trademark designation or trade name by virtue of this Agreement or Contractor's performance of its obligations hereunder.

5.04 Confidentiality. In performing its obligations under this Agreement, each party may receive information (the Receiving Party) of a confidential and proprietary nature regarding the other party, including information about such party's intellectual property and its operations, research,

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CONFIDENTIAL TREATMENT REQUESTED

marketing plans, strategies and customer lists (collectively, Confidential Information). The Receiving Party shall hold the other party's Confidential Information in strict confidence, shall not use such Confidential Information, except as permitted hereunder, and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party (the Disclosing Party). Each party shall use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than a commercially reasonable level of care. The Receiving Party shall ensure that its employees and agents are bound to the same obligations of confidentiality as the Receiving Party. Confidential Information shall not be deemed to include: (a) information which is known to the Receiving Party prior to the date of receipt and not obtained or derived in any manner related to this Agreement, (b) information which is or becomes part of the public domain through no fault of the Receiving Party, or (c) information which is obtained from a third party that lawfully possesses such Confidential Information and is under no obligation to keep such Confidential Information confidential. The Receiving Party may disclose Confidential Information of the Disclosing Party in response to a valid court order, law, rule, regulation or other governmental action, provided that the Disclosing Party is notified in writing prior to disclosure of such Confidential Information to permit the Disclosing Party to oppose such disclosure by appropriate legal action. Upon the termination or expiration of this Agreement or upon the earlier request of the Disclosing Party, the Receiving Party shall (i) promptly return to the Disclosing Party all Confidential Information, or (ii) upon written request by the Disclosing Party, destroy all Confidential Information and provide the Disclosing Party with written certification of such destruction. Upon the termination or expiration of this Agreement, the Receiving Party shall cease all further use of any Confidential Information, whether in tangible or intangible form.

5.05 Records Management. All paper or electronic records, files, documents, work papers and other information in any form, whether marked confidential or not, provided by the Company, its employees, agents or Affiliates or generated pursuant to this Agreement shall remain the exclusive property of the Company (collectively, Files and Work Papers). During the Term of this Agreement and for a reasonable transitional period thereafter, Contractor shall maintain adequate levels of information technology system redundancy, security and emergency back-up as the Company may reasonably require to protect the Files and Work Papers of the Company.

5.06 Vendors. Contractor shall retain Fesnak & Associates, LLP to provide accounting services in connection with Contractor's performance of the Services and shall not engage a different accountant to provide such services without the Company's prior written consent (not to be unreasonably withheld). Contractor and the Company are arranging for OHL to provide certain warehousing, shipping and other logistical services related to the Products, as mutually agreed by the parties, and Contractor shall not engage a different vendor with respect to such services without the Company's prior written consent (not to be unreasonably withheld).

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CONFIDENTIAL TREATMENT REQUESTED

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.01 Representations and Warranties of Contractor. As of the date hereof, Contractor hereby represents and Warrants to the Company that the execution and delivery of this Agreement, and the performance of Contractor's obligations hereunder, do not and will not conflict with, violate or breach, or constitute a default or require any consent under, any contractual obligation or court or administrative order by which Contractor is bound.

6.02 Representations and Warranties Company. As of the date hereof, the Company hereby represents and warrants to Contractor that the execution and delivery of this Agreement, and the performance of the Company's obligations hereunder, do not and will not conflict with, violate or breach, or constitute a default or require any consent under, any contractual obligation or court or administrative order by which the Company is bound.

ARTICLE VII

INDEMNIFICATION AND INSURANCE

7.01 Indemnification by the Company. The Company hereby agrees to indemnify and hold Contractor, including its Affiliates and its and their respective officers, directors, partners, members, employees and agents, harmless from and against any and all claims, actions, suits, losses, demands, damages, costs and expenses (including reasonable attorneys' fees) of every kind, nature, or description (each, a Claim) brought in connection with, arising out of or related to the Products or the Company's breach of its representations, warranties or covenants hereunder, except those Claims arising out of Contractor's or its Affiliates' fraud, willful misconduct, negligence or material breach of this Agreement or any other agreement with the Company.

7.02 Indemnification by Contractor. Contractor hereby agrees to indemnify and hold the Company, including its Affiliates and its and their respective officers, directors, partners, members, employees and agents, harmless from and against any and all Claims brought in connection with or arising out of or related to Contractor's or its Affiliates' fraud, willful misconduct, negligence or material breach of this Agreement.

7.03 Insurance. Company shall maintain Products Liability Insurance and in an amount satisfactory to Contractor, under which Contractor is named as an additional insured. All insurance coverages are to be placed with insurers which have a Best's rating of no less than A. Such insurance requirements shall be maintained during the Term and shall continue for a minimum of three years following termination of this Agreement. Failure to comply with the insurance requirements shall place Company in material breach of this Agreement.

ARTICLE VIII

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CONFIDENTIAL TREATMENT REQUESTED

TERMINATION

8.01 Termination. This Agreement shall be terminable as follows:

(a) In the event that a party hereto commits a material breach of any of the terms or conditions of this Agreement the other party may terminate this Agreement (i) if such breach may be cured, upon written notice if the breaching party fails to cure such breach within thirty (30) days after its receipt of written notice thereof, or (ii) if such breach is incapable of cure, upon written notice to the other party thereof (it being understood that any breach of Section 5.04 would be incapable of cure);

(b) Notwithstanding the provisions of Section 8.01, in the event that a party hereto fails to pay any amounts payable hereunder when due, the other party may terminate this Agreement (i) if such breach may be cured, upon written notice if the breaching party fails to cure such breach within three (3) business days after its receipt of written notice thereof; or, (ii) if such breach is incapable of cure, upon written notice to the other party thereof;

(c) In accordance with the provisions of Section 8.03; or,

(d) Either party hereto may terminate this Agreement after the Initial Period upon at least six (6) months' prior written notice to the other party thereof. The Company may terminate this Agreement in accordance with the immediately preceding sentence but with less than six (6) months' prior written notice to Contractor; provided, that in such event, the Company shall pay Contractor an amount equal to the Termination Fee.

8.02 Effect of Termination. Subject to Section 4.03, upon termination or expiration of this Agreement, other than with respect to any amounts then the subject of a good faith dispute, the Company shall pay to Contractor and Contractor shall pay to the Company all monies due in respect of the Services provided.

8.03 Force Majeure. If either party is prevented from or delayed in performing any of its obligations hereunder due to any cause which is beyond the nonperforming party's reasonable control, including, without limitation, fire, explosion, flood, or other acts of God; acts, regulations, or laws of any Governmental Authority; war or civil commotion; acts of terrorism, strike, lock-out or labor disturbances; or failure of public utilities or common carriers (a Force Majeure Event), such non-performing party shall not be liable for breach of this Agreement with respect to such non-performance or delay to the extent any such non-performance or delay is due to a Force Majeure Event; provided, that the non-performing party gives immediate written notice to the other party of the Force Majeure Event. If a Force Majeure Event asserted as the basis of a party's non-performance continues to prevent performance for more than one (1) month, the other party may terminate this Agreement by giving written notice to the nonperforming party before the non-performing party resumes performance. Notwithstanding anything contained in this Section 8.03,

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such non-performing party shall exercise commercially reasonable efforts to eliminate the Force Majeure Event and to resume timely performance of its affected obligations as soon as practicable.

ARTICLE IX

MISCELLANEOUS

9.01 Relationship of the Parties. The relationship of the Company and Contractor established by this Agreement is that of independent contractors, and nothing contained herein shall be construed to (a) give either party any right or authority to create or assume any obligation or incur any expense of any kind on behalf of the other without the other party's prior written approval, or (b) constitute the parties as partners, joint venturers, co-owners, employer and employee or otherwise as participants in a joint or common undertaking.

9.02 Notices. All notices and other communications shall be in writing and shall be deemed to have been duly given when: (a) delivered personally, or (b) transmitted by facsimile (with receipt confirmed), or (c) if mailed, five (5) days after being deposited in the United States mail, postage prepaid, or by certified or registered mail, return receipt requested, postage prepaid, or (d) if sent by overnight courier for delivery on the next day, the day following deposit of the notice with Federal Express or another nationally recognized overnight courier service (billed to sender), to the parties at the following addresses:

If to Contractor: Emerson HealthCare, LLC Attention: Scott Emerson 407 East Lancaster Avenue Wayne, Pennsylvania 19087 Telephone: (610) 971-9600 Facsimile: (610) 971-9616 With a copy to: Steven L. Gershman, Esq. The Navy Yard Corporate Center One Crescent Drive Suite 400 Philadelphia, PA 19112 Telephone (215) 271-6102 Facsimile: (215) 218-2039 If to the Company: CCA Industries, Inc. Attention: Chief Executive Officer 200 Murray Hill Parkway East Rutherford, NJ 07073

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Telephone (201) 935-3232 Facsimile: (201) 842-6049

With a copy to: CCA Industries, Inc. Attention: Chief Financial Officer 200 Murray Hill Parkway East Rutherford, NJ 07073 Telephone (201) 935-3232 Facsimile: (201) 842-6049   9.03 Failure to Exercise. The failure of either party to enforce at any time for any period any provision hereof shall not be construed to be a waiver of such provision or of the right of such party thereafter to enforce each such provision, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. Remedies provided herein are cumulative and not exclusive of any remedies provided at law.

9.04 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, except that, without such consent, (i) Company may make an assignment of this Agreement as collateral security in favor of its lenders, and (ii) the Company may assign this Agreement to a purchaser of all or substantially all of the assets of the Company's business related to the Products. Subject to the foregoing sentence, this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

9.05 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Company and Contractor, or their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

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9.06 Severability. Any term or provision of this Agreement that is deemed invalid or unenforceable in any jurisdiction shall, to the extent the economic benefits conferred by such Agreement to both parties remain substantially unimpaired, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

9.07 Governing Law. This Agreement shall be deemed to have been entered into in the State of New Jersey, and shall be construed and interpreted in accordance with the laws of that State applicable to agreements made and to be performed in the State of New Jersey. Any and all disputes, controversies and claims arising out of or relating to this Agreement, or with respect to the interpretation of this Agreement, or the rights or obligations of the parties and their successors and permitted assigns, whether by operation of law or otherwise, shall be settled and determined by arbitration in New Jersey pursuant to the then existing rules of the American Arbitration Association for commercial arbitration. The arbitrators shall have the power to award specific performance, rescission or injunctive relief in addition to damages or other monetary awards, but shall not have the power to modify, alter, enlarge upon or otherwise change any of the provisions or terms and conditions of this Agreement. The arbitration shall be final and binding upon the parties and judgment there on may be entered in the courts of the State of New Jersey and the United States federal courts in said State, and the parties hereby consent to the jurisdiction of such courts for such purposes. Service of any notice, process, motion or other document in connection with any arbitration proceeding, any arbitration award or any other action or proceeding, maybe by personal service or by certified or registered mail return receipt requested, addressed to the party intended at its address for the receipt of notices as herein set forth.

9.08 Headings. The headings used herein have been inserted for convenience only and shall not affect the interpretation of this Agreement.

9.09 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and together shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart.

9.10 Entire Agreement. NO VARIATIONS OR MODIFICATIONS OF THIS AGREEMENT SHALL BE DEEMED VALID UNLESS REDUCED TO WRITING AND SIGNED BY THE PARTIES HERETO. THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT TO SUCH MATTERS, EXCEPT FOR ANY WRITTEN AGREEMENT OF THE PARTIES THAT EXPRESSLY PROVIDES THAT IT IS NOT SUPERSEDED BY THIS AGREEMENT. ANY PROVISION OF THIS AGREEMENT MAY BE AMENDED OR WAIVED

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IF, AND ONLY IF, SUCH AMENDMENT OR WAIVER IS IN WRITING AND SIGNED (I) IN THE CASE OF AN AMENDMENT, BY THE COMPANY AND CONTRACTOR AND (II) IN THE CASE OF A WAIVER, BY THE PARTY AGAINST WHOM THE WAIVER IS TO BE EFFECTIVE.

9.11 Survival. Sections 5.02, 5.04, 5.05 and 8.02, and Articles Article IV, Article VII and Article IX shall survive the expiration or termination of this Agreement in accordance with the respective terms thereof.

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date first written above.

EMERSON HEALTHCATE, LLC Contractor

By: /s/s Scott Emerson Scott Emerson

and

CCA INDUSTRIES, INC. Company

By: /s/ Richard Kornhauser Richard Kornhauser, President & CEO

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EXHIBIT A TO SERVICES OUTSOURCING AGREEMENT

List of Products:

List to be furnished by CCA

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EXHIBIT B TO SERVICES OUTSOURCING AGREEMENT

SEE-ATTACHED FLOW CHARTS



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CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT C - LOGISTIC EXPENSES

• Outbound freight costs - average out to be approximately [ ** ] cents per lb.

• Warehouse labor [ ** ] cents per case.

• There is no charge for unloading and putting away inbound product as long as product arrives on standardized configured pallets. The labor charge only occurs when the product is shipped outbound to customers/retailers.

• Storage cost of [ ** ] cents per month per case - First [ ** ] days for each case no charge - If case sits longer than [ *∗ ] days the monthly charge applies going forward.

• For International Sales the above warehouse labor and storage costs apply. There will be no Service Fee paid for international sales, but Company understands that Contractor will not be performing any services. It is assumed buyer will be paying for freight for International Sales.

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[A]: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?


[Q]: Exhibit 10.3

GAS FRANCHISE AGREEMENT

THIS AGREEMENT (Agreement), made and entered into this 17th day of November, 2015, by and between the TOWN OF VINTON, VIRGINIA, a Virginia municipal corporation (Grantor), and ROANOKE GAS COMPANY, a Virginia corporation (Grantee).

WHEREAS, Grantor has reviewed the proposal for a Gas Franchise of Grantee; and

WHEREAS, Grantor, at a duly authorized and regular meeting of its Town Council, did vote to grant a renewal of the Gas Franchise to Grantee pursuant to provisions of the State Code and Town Charter.

NOW, THEREFORE, in consideration of said grant of renewal of the Gas Franchise, the parties agree as follows:

1. GRANT. Grantor hereby grants to Grantee and Grantee hereby accepts a franchise to construct, reconstruct, operate, maintain, repair, and extend a Gas Distribution System within Grantor's Territorial Limits in accordance with the terms and conditions set forth below (Franchise). The Franchise is granted pursuant to Grantor's Franchise Ordinance (Ordinance No. 967), adopted November 17, 2015, (Ordinance), which is incorporated by reference herein, including any applicable definitions.

2. TERM. The term of the Franchise shall be twenty (20) years, commencing on January 1, 2016.

3. FRANCHISE FEE.

(a) Grantee shall pay to Grantor a Franchise Fee which shall be calculated pursuant to this Section. It is understood that Grantee has or will enter into franchise agreements with the City of Roanoke (Roanoke) and the City of Salem (Salem) and the Town of Vinton (Vinton) (Grantor, Roanoke and Salem being hereinafter sometimes collectively referred to as the localities and singularly as a locality) with fee provisions identical to this one, and that the total annual Franchise Fee to be paid to the three localities in aggregate is $98,196 for calendar year 2016 (base year total annual Franchise Fee). Grantor's Franchise Fee shall be a percentage share of the base year total annual Franchise Fee, which shall be determined on a pro rata basis according to its percentage share of the total dollar value of Grantee's gas sales occurring within the localities during the calendar year. For each calendar year of the Franchise, each locality's percentage share shall be determined by the following formula:

total dollar value of Grantee's gas sales within Locality's percentage share = the Territorial Limits of the locality total dollar value of Grantee's gas sales in the three localities

For calendar year 2016, the Franchise Fee shall be paid to Grantor on or before March 31, 2017.

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Source: RGC RESOURCES INC, 8-K, 12/16/2015





(b) For each succeeding calendar year during the term of this Franchise, the total annual Franchise Fee paid by Grantee to the localities shall be the base year total annual Franchise Fee increased by three (3) percent compounded annually over the term of the Franchise.  For each calendar year during the term of this Franchise, Grantor's percentage share shall be determined pursuant to this Section, and paid to Grantor on or before March 31 of the succeeding calendar year.

4. BUSINESS OFFICE. Grantee shall during the term of this Franchise maintain at least one business office within the Territorial Limits of Grantor. Such office shall be open at least forty (40) hours per week for the conduct of business between Grantee and its customers.

5. NONDISCRIMINATION. Grantee shall not discriminate on the basis of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Grantee.

6. NOTICE. All notices required under this Agreement or the Ordinance shall be in writing and shall be deemed validly given, unless otherwise required, when sent by certified mail, return receipt requested, or by a nationally recognized overnight courier, addressed as follows (or any other address the party to be notified may have designated to the sender by like notice):

Grantor: Grantee:

Town of Vinton Roanoke Gas Company Attention: Town Manager Attention: President 311 S. Pollard Street 519 Kimball Avenue, N.E. Vinton, Virginia 24179 P.O. Box 13007 Roanoke, Virginia 24030

The parties may, by notice given under this Section, designate such other addresses as they may deem appropriate for the receipt of notices under this Agreement.

7. EFFECTIVE DATE. The effective date of the Franchise will be January 1, 2016.

SIGNATURES APPEAR ON FOLLOWING PAGES

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Source: RGC RESOURCES INC, 8-K, 12/16/2015





IN WITNESS WHEREOF, the parties hereto have signed this Agreement by their authorized representatives.

WITNESS:   ROANOKE GAS COMPANY

/s/ Diane L. Conner   By /s/ John S. D'Orazio     John S. D'Orazio, President and CEO Diane L. Conner, Assistant to CEO   12/14/2015 Printed Name and Title

WITNESS:   TOWN OF VINTON, VIRGINIA

/s/ Susan N. Johnson   By /s/ Christopher S. Lawrence     Christopher S. Lawrence, Town Manager Susan N. Johnson, Town Clerk     Printed Name and Title

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Source: RGC RESOURCES INC, 8-K, 12/16/2015
[A]:
Highlight the parts (if any) of this contract related to Revenue/Profit Sharing that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?