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Exhibit No. 10.60
Agreement between the Company and
Xxxxxxx X. Xxxxx effective April 29, 1998
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AGREEMENT
BETWEEN
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
AND XXXXXXX X. XXXXX
THIS AGREEMENT is effective as of April 29, 1998 between Consolidated
Capital of North America, Inc. (the "Corporation") and Xxxxxxx X. Xxxxx (the
"Consultant").
WHEREAS, the parties desire to enter into this Agreement for their
mutual benefit.
1. RESPONSIBILITIES OF CONSULTANT. In consideration of the
benefits provided in paragraph 2 of this Agreement:
(a) Consultant will provide services to the Corporation in
connection with strategic acquisitions by the Corporation from time to
time (the "Acquisitions");
(b) Consultant will perform such duties for the Corporation as
are herein identified at such time and place as the Corporation and
Consultant mutually agree; and
(c) Consultant will report to the Chief Executive Officer and
the Board of Directors of the Corporation as requested from time to
time.
2. PAYMENTS FOR SERVICES. In consideration for the services
provided by Consultant as specified in Section 1 above, and other good and
valuable consideration, the Corporation agrees that:
(a) The Corporation shall issue to Consultant 400,000 Common
Shares (the "Shares") of the Corporation pursuant to the Corporation's
1997 Stock Incentive Plan.
(b) Consultant shall be entitled to reimbursement for all
reasonable business expenses related to the Acquisitions to the extent
that such expenses are incurred on behalf of the Corporation and with
the prior approval of the Corporation. Consultant is responsible for
the timely submission of appropriate written receipts therefor.
3. DURATION. This Agreement will be in effect until April 30,
2000. These terms may be modified by written instrument mutually agreed upon by
the parties at any time.
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4. CONFIDENTIALITY.
(a) Consultant hereby agrees that during the term of this
Agreement and at all times thereafter, Consultant shall: (i) keep
secret and confidential and not make any written or oral announcement
or disclosure of (other than as permitted herein) Consultant's
discussions with the Corporation or any information about, or directly
or indirectly pertaining to, the business, strategy, properties, or
prospects of the Corporation or any of its subsidiaries or affiliates
("Confidential Information") except to those agents of Consultant who
have a direct need to know such information; (ii) not use any
Confidential Information to obtain a commercial, trading or other
advantage; (iii) at any time on request from the Corporation return any
written record of any Confidential Information or other record in any
form in Consultant's possession; and (iv) promptly notify the
Corporation if any Confidential Information is required to be disclosed
by reason of law or governmental or other regulation and cooperate with
the Corporation regarding the manner of such disclosure or any action
which the Corporation, at its sole cost and expense, may elect to take
to challenge legally the validity of such requirement.
(b) The above undertakings shall not apply to information
which: (i) becomes generally available to the public other than as a
result of disclosure by Consultant or any party to whom Consultant has
disclosed it or other than by way of any breach of any obligation of
confidentiality; (ii) Consultant can demonstrate was in Consultant's
possession at the time of disclosure to Consultant and which Consultant
lawfully acquired other than from an Acquisition candidate or the
Corporation or any of its subsidiaries; (iii) was otherwise available
in the public domain; or (iv) was disclosed with the Corporation's
consent.
5. SEVERABILITY. Each paragraph and subparagraphs of this
Agreement shall be construed and considered separate and separable from the
validity and enforceability of any other provision contained in this Agreement.
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6. TITLES AND HEADINGS. Titles and headings to paragraphs hereof
are for purposes of reference only and shall in no way limit, define or
otherwise affect the provisions hereof.
7. COLORADO LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado without giving
effect to any conflicts of law doctrines.
8. COUNTERPARTS. This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. It shall not be necessary
in making proof of this Agreement to produce or account for more than one
counterpart.
9. ENTIRE AGREEMENT. This Agreement contains the entire agreement
of the parties hereto and may be modified or amended only by a written
instrument executed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
which is effective as of the date first set forth above.
CONSOLIDATED CAPITAL OF
NORTH AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Secretary and Treasurer
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
