EXHIBIT 10.4
CAMDEN FINANCIAL GROUP, INC. CONFIDENTIAL
CONSULTING AGREEMENT
1. PARTIES. This agreement, hereinafter ("Agreement"), is made effective as
of October 8, 1998, by and between the party who will be providing the services,
Camden Financial Group, Inc., ("Camden" or "Consultant") of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and the party who is contracting to receive
services, Asia Properties, Inc., ("Asia" or "Company") ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (the "Parties").
Whereas, the Consultant has a background in consulting on accounting and finance
matters and has agreed to provide services to the Company based on this
background and
Whereas, the Company desires to have services provided by the Consultant.
Now, Therefore, the Parties agree as follows:
2. ENGAGEMENT OF CONSULTANT The Company hereby engages Consultant, and
Consultant accepts engagement, to provide to the Company the services as defined
in Exhibit A ("Services"), attached hereto and incorporated herein by reference
as if fully set forth, commenced on April 1, 1998 ("Commencement Date") and
ending ten (10) months from the Commencement Date.
3. PERFORMANCE OF SERVICES. The Consultant shall render the Services
primarily at the Consultant's offices or any other place of the Consultant's
choosing. However, The Consultant shall provide the Services at such other
place or places as reasonably requested by the Company as appropriate for the
performance of particular services.
The Consultant's schedule and hours worked under this Agreement on a given day
shall generally be subject to the Consultant's discretion. The Consultant and
the Company estimate that the total hours worked by the Consultant during the
engagement to be approximately 80 to 100 hours. The Company relies upon the
Consultant's discretion to determine sufficient time as is reasonably necessary
to fulfill this Agreement.
4. PAYMENT. The Company will pay the Consultant a fee equal to $65.00 per
hour. Services will be invoiced to the Company monthly. Payment will be due
upon receipt of the invoice.
5. EXPENSE REIMBURSEMENT. The Consultant shall be entitled to reasonable
reimbursement, from time to time upon request of the Company, for the following
"out-of-pocket" expenses: Company approved travel expenses, meals, postage and
copying.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that the
Consultant is an independent contractor with respect to the Company, and not an
employee of the Company. The Company will not provide fringe benefits,
including health insurance benefits, paid vacations, or any other employee
benefit, for the benefit of the Consultant. Consultant is and throughout the
term of this Agreement shall be an independent contractor and not an employee,
partner or agent of the Company. The Company shall not be responsible for
withholding income or other taxes from the payments made to Consultant.
Consultant shall be solely responsible for filing all returns and paying any
income, social security or other tax levied upon or determined with respect to
the payments made to Consultant pursuant to this Agreement. Consultant is
solely responsible for the means, manner and method of Consultant's work,
subject only to the general objectives and requirements of Exhibit "A."
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7. ASSIGNMENT. The Consultant's obligations under this agreement may not be
assigned or transferred to any other person, firm, or corporation without prior
written mutual consent of both parties.
8. INDEMNIFICATION. The Company and the Consultant shall defend, indemnify,
protect and hold harmless each other and their officers, directors, agents,
employees and invitees, from and against all liability, claims, actions and
judgments, together with costs and expenses (including reasonable attorney's
fee) relating to or arising out of such engagement of The Parties role in
connection therewith.
9. AMENDMENT. This agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
10. CONFIDENTIALITY. The Parties agree that all information which is or may
be received during the performance of this Agreement shall be kept confidential
and shall not be used for the benefit of the receiving party nor divulged to
third parties without prior written consent of the disclosing party. This
confidential obligation shall continue in force and effect during the term of
this Agreement and for one (1) year thereafter. The provisions of this clause
shall not apply to any confidential information which is required by law or any
governmental regulatory authority to be disclosed. Any disclosure required by
law or regulatory authority shall be made to the extent possible in a manner
which preserves the confidentiality of the information.
11. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would be become valid and enforceable, then such provision shall be deemed to be
negotiated, written, and enforced as so limited.
12. NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person or mailed
certified/return-receipt, postage prepaid, addressed as follows:
IF for the Company: IF for the Consultant
Asia Properties, Inc. Camden Financial Group, Inc.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
President/CEO CFO
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The aforementioned addresses may be changed from time to time by either party
having provided written notice to the other in the manner set forth above.
13. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of California.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and
year first herein set forth.
Party receiving services: Party providing services:
Asia Properties, Inc. Camden Financial Group, Inc.
Agreed and accepted by: Agreed and accepted by:
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 10/13/98 /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 10/8/98
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date ▇▇▇▇ ▇▇▇▇▇▇▇▇ Date
President/CEO CFO
EXHIBIT "A"
DESCRIPTION OF SERVICES
The Consultant will familiarize itself to the extent it deems appropriate with
the business and financial condition of the Company and provide financial
related services (the "Services") as required.
