EXHIBIT 10(iii)
CONSULTING AGREEMENT
Consulting Services Agreement
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 Xxxxxx X. Xxxxxx, Xx., as an individual, hereinafter collectively
referred to as "Consultant" and U.S. West Homes, Inc., a Nevada corporation,
hereinafter referred to as "Client."
Whereas Client requires the services of Consultant to facilitate and complete
the sale of various assets to Senior Care from other entities; and
Whereas Client has the need of the services of Consultant to conduct due
diligence studies and other investigations in connection with various merger and
acquisition transactions; and
Whereas Client is presently without the necessary funds to pay Consultant for
the services which Consultant will provide; and
Whereas Consultant is agrees to take stock in Senior Care in lieu of other
compensation for the work to be performed,
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Responsibilities and Warranties of Consultant: Consultant hereby agrees to
provide advisory services for the Client in conjunction with investment banking
activities and for which Consultant will provide the following services:
1. To interface with prospective lenders and investment bankers;
2. To develop projections which will assist the completion of due diligence by
prospective lenders and investment bankers;
C. To assist Client to negotiate with prospective lenders and mortgage bankers
should the same become necessary to complete any transaction, and
D. To assist Client with financing and documenting reviews and negotiations with
lenders.
2. Client's Responsibilities & Warranties: Client agrees to provide to
Consultant all information necessary together with any documents which may be
requested by Consultant as Consultant may retain in connection with this
Agreement to facilitate the work which Consultant 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 Consultant
and/or its retained professionals.
3. Consideration: Client shall pay to Consultant and/or its assigns a consulting
fee of 40,000,000 shares of common stock in U.S. West Homes, Inc.
Such shares shall carry registration rights and shall be subject to registration
by Client on Form S-8 at Consultant's option as to time and Client shall
complete the S-8 Registration Statement at its sole expense.
4. Indemnification: In the event litigation is instituted against Client naming
Consultant as a co-defendant for any reason, Client hereby agrees to indemnify
and hold harmless Consultant, 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 Consultant based upon information which was obtained from
Client and submitted on forms prepared by Consultant and/or its retained
professionals. This said Paragraph 4 shall survive the expiration or termination
of this Agreement.
5. Independent Contractor Status: Client acknowledges that Consultant shall
perform its services under the provisions of this Agreement as an Independent
Contractor and not as an employee or an affiliate of Client.
6. 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.
7. 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 Consultant 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.
8. 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 Client, which consent will not be unreasonably
withheld.
9. 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.
10. 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.
11. 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 Orange County, California.
12. 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 Consultant 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 Consultant, partners,
employees, agents, representatives, retained professionals, their assigns and
controlling persons, should be construed to be legal advise and Consultant
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 Laguna Beach, California on the day and year set forth below.
Dated: January 14, 0000
X.X. Xxxx Homes, Inc.
By: Xxxxx X. Xxxxx
President
Consultant:
Xxxxxx X. Xxxxxx, Xx.
