Consulting Services Agreement

CONSULTING SERVICES AGREEMENT


THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated September __, 2000, is made to be effective as of the 1st day of January, 2000 by and between R.G. BARRY CORPORATION, an Ohio corporation (the "Company"), and FLORENCE ZACKS MELTON ("Consultant").


WITNESSETH:


WHEREAS, the Company is engaged in the business of manufacturing, marketing and selling a variety of slipper-type footwear and other products;


WHEREAS, Consultant is a founder of the Company and has been engaged for many years in the design and development of new products and product constructions for the Company; and


WHEREAS, on the terms and conditions set forth herein, the Company desires to engage Consultant as a consultant to the Company and Consultant desires to be so engaged by the Company.


NOW, THEREFORE, in consideration of the premises and the mutual covenants in this Agreement, the Company and Consultant agree as follows:


1. ENGAGEMENT OF CONSULTANT. The Company hereby retains Consultant as an independent contractor and the Consultant hereby accepts such retention and engagement as an independent contractor, all in accordance with the terms and conditions of this Agreement.


2. TERM OF ENGAGEMENT. The Consultant's engagement under this Agreement will begin on January 1, 2000 (the "Effective Date") and will continue until December 31, 2001 (the "Consulting Period"). The Consulting Period will be automatically extended for additional 12 month periods, unless at least 30 days prior to the end of the last day of the then current term of the Consulting Period, either party gives written notice to the other party that it does not wish to extend the Consulting Period.


3. SERVICES. During the Consulting Period, the Consultant shall make herself available to provide, and so provide, the consulting and advisory services described below (the "Services") as required, from time to time, by the Chief Executive Officer or Board of Directors of the Company (the "Board"), at such times as may be mutually agreed between Consultant and the officer requesting such services or the Board, provided that the Services shall not require Consultant to travel outside the Central Ohio area. Consultant shall devote such time and energy as reasonably required to perform the Services. The Services shall include the following:


(i) Consult with Company personnel regarding product designs and
constructions and manufacturing techniques;


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(ii) Serve as a representative of the Company to promote and
enhance the Company's image, tr ...