Exhibit 10(ii) CONSULTING AGREEMENT WITH XXXXXXXX X. XXXXX & ASSOCIATES, P.C.
Consulting Agreement for
Professional Legal Services
This Consulting Agreement ["the Agreement"] entered into on the date herein
below set forth adjacent to the signatures of the parties executing the same
between Xxxxxxxx X. Xxxxx & Associates, P.C., [ATTORNEY], a California
professional corporation, at 0000 X. Xxxxxxxx Xxxxxxx, Xxxxx X, Xxxxxx, XX
00000-0000, and Senior Care Industries, Inc., 000 Xxxxxxxx, 0xx Xxxxx, Xxxxxx
Xxxxx, XX 00000 [CLIENT].
Whereas CLIENT requires the services of ATTORNEY to facilitate the public
trading of its stock;
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Responsibilities and Warranties of ATTORNEY: ATTORNEY hereby agrees to
perform consulting and advisory services for the CLIENT in conjunction with the
development of a full blue sky securities registration package for the sale, to
the public, of the securities of CLIENT and other similar matters upon the fully
negotiated terms and conditions set forth herein and will provide the following
services:
A. Form 10-SB Development: To retain securities counsel for CLIENT to
prepare for filing all the required documents with regards to the full
registration under Section 12(b) or 12(g) of the Securities Exchange Act of
1934, as amended ["the Exchange Act"] with the Securities & Exchange Commission
["SEC"] for CLIENT included but not limited to the following:
(1) Form 10-SB, Form 10QSB and Form 10-KSB for the first year following the
filing of the Form 10-SB;
(2) Form 211 to initiate or resume OTC Bulletin Board service; (3) A Small Cap
application to NASDAQ Stock Market, when appropriate and if the
CLIENT is a going concern and not a developmental stage company; (4) (4)
All additional Regulatory Filings; and (5) Any comment letters to be answered on
CLIENT's behalf.
B. NASD and SEC Comment Letter Support: The preparation of an
application to the National Association of Securities Dealers [NASD] and
assistance for CLIENT in responding to any and all comment letters from the SEC
and/or NASD incident to the filing of the CLIENT's Form 10-SB as outlined above.
2. CLIENT's Responsibilities & Warranties: CLIENT agrees to provide to ATTORNEY
all information necessary together with any documents which may be requested by
ATTORNEY or such professionals as ATTORNEY may retain in connection with this
Agreement to facilitate the work which ATTORNEY has agreed to perform under the
terms hereof. CLIENT shall be solely responsible for the accuracy of the
information and representations made in any document prepared by ATTORNEY and/or
its retained professionals.
3. Consideration: CLIENT shall pay to Xxxxxxxx X. Xxxxx & Associates, P.C. for
the services fee of $60,000. In the event the CLIENT is unable to pay the fee in
cash, then the parties agree that CLIENT may pay Xxxxxxxx X. Xxxxx as an
individual in lieu of his professional corporation, a like value in common stock
of the company. Such shares shall be subject to registration by CLIENT on Form
S-8 within 10 days of the issuance of such said shares at the CLIENT's sole
expense
4. Costs: In addition to the compensation set forth in Paragraph 3 above, CLIENT
shall pay directly any filing fees required to be submitted with any
registration, filing, membership application, self-regulatory agency fees,
bonding, fingerprinting or testing expenses, all of which must be paid directly
by CLIENT when requested by ATTORNEY.
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CLIENT must issue checks in full payment of any such fees, payable to the
appropriate payee in the appropriate amount and return the checks to ATTORNEY
together with all properly executed documents.
5. TIMELY REVIEW BY CLIENT: BE WARNED THAT SOME AGENCIES DO NOT ACCEPT DOCUMENTS
WHICH HAVE BEEN NOTARIZED MORE THAN 30 DAYS PRIOR TO THEIR SUBMISSION. ANY
DOCUMENT THAT REQUIRES REVISION DUE TO THE CLIENT'S FAILURE TO RETURN THEM DULY
EXECUTED AND WITH PAYMENT AS REQUIRED WITHIN THE TIME FRAME SET FORTH ABOVE, MAY
FIND THAT THE DOCUMENTS MUST BE REVISED AND REEXECUTED.
6. Circumstances incident to filing of documents: ATTORNEY does not accept
responsibility for any occurrence resulting from Federal and/or State processing
backlogs, agency computer breakdowns or other circumstances which may cause a
delay in the processing of documents with any such agency. ATTORNEY agrees to
use its best efforts to secure registration for CLIENT but cannot guarantee that
any registration will be granted.
7. Indemnification: In the event litigation is instituted against CLIENT naming
ATTORNEY as a co-defendant for any reason, CLIENT hereby agrees to indemnify and
hold harmless ATTORNEY, its partners, employees, agents, representatives,
retained professionals, their assigns and controlling persons from any loss,
claim, damages, liabilities, costs and expense in any suit, proceeding and/or
claim arising from the cost of investigating, preparing and defending the
submissions made by ATTORNEY based upon information which was obtained from
CLIENT and submitted on forms prepared by ATTORNEY and/or its retained
professionals. This said Paragraph 7 shall survive the expiration or termination
of this Agreement.
8. Independent Contractor Status: CLIENT acknowledges that ATTORNEY shall
perform its services under the provisions of this Agreement as an Independent
Contractor and not as an employee or an affiliate of CLIENT.
9. Amendment and Modification: Subject to applicable law, this Agreement may be
amended, modified or supplemented only by a written agreement signed by both
parties. No oral modifications to this Agreement may be made.
10. Entire Agreement: This Agreement contains the entire agreement between the
parties hereto and supersedes any prior understanding, written or oral,
respecting the subject matter hereof. The failure of ATTORNEY to insist upon
strict performance of any term of this Agreement shall not be construed by
CLIENT as a waiver at any time of the rights, remedies or indemnification, all
of which shall remain in full force and effect from the time of the execution
hereof.
11. Binding Effect: This Agreement shall be binding upon the heirs, executors,
administrators, assigns of the parties hereto and CLIENT shall not assign its
rights hereunder or delegate its duties under any of the terms hereof without
the prior written consent of ATTORNEY, which consent will not be unreasonably
withheld.
12. Attorney's Fees and Costs: In the event an arbitration, mediation, suit or
action is brought by any party under this Agreement to enforce any of its terms,
or in any appeal therefrom, it is agreed that the prevailing party shall be
entitled to receive its reasonable attorney's fees and costs in connection
therewith.
13. Severability: If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future law during the term hereof,
such provision shall be fully severable and this Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision never
comprised a part hereof and the remaining provisions shall remain in full force
and effect and shall not be affected by the illegal, invalid or unenforceable
provisions or by its severance here from. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically as part
of this Agreement, a provision as similar in nature in its terms to such
illegal, invalid or unenforceable provision as may be legal, valid and
enforceable.
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14. Governing Law: This Agreement shall be governed by the Laws of the State of
California and the venue for the resolution of any dispute arising hereunder
shall be in Los Angeles County, California, Southeast Judicial District in
Norwalk, California.
15. Independent Advise of Counsel: CLIENT acknowledges and agrees that it has
received the independent advise of counsel prior to executing this Agreement and
that counsel has explained to CLIENT the terms of this Agreement and their legal
ramifications. CLIENT further understands and agrees that ATTORNEY does not
render legal advise or offer legal assistance. All requests for legal advise by
CLIENT will be referred to legal counsel for a proper legal opinion.
Accordingly, no statements or representations by ATTORNEY, partners, employees,
agents, representatives, retained professionals, their assigns and controlling
persons, should be construed to be legal advise and ATTORNEY advises CLIENT to
always consult with its own attorneys regarding the legalities of all investment
offerings, registrations and filings.
IN WITNESS HEREOF, the parties above have caused this Agreement to be duly
executed at Downey, California on the day and year set forth below.
XXXXXXXX X. XXXXX & ASSOCIATES, P.C.
By: /s/ Xxxxxxxx X. Xxxxx Date: 9/30/99
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Xxxxxxxx X. Xxxxx
CLIENT:
Name: SENIOR CARE INDUSTRIES, INC.
By: /s/ Xxxxxxx Xxxxxx Date: 9/30/99
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Officer:Chief Executive Officer
Name: Xxxxxxx Xxxxxx
