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EXHIBIT 10.3
CONSULTING AGREEMENT
This Agreement is made effective as of December 31, 1999, by and between
America's Senior Financial Services of 00000 X.X. 00xx Xxxxx, Xxxxx Xxxxx, XX
00000, and Brickell Equity Group, Inc., 0000 Xxxxx Xxxxxxxx Xxxxx - #0000;;
Xxxxx, Xxxxxxx 00000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "AMSE", and the party who will be providing the services shall be
referred to as "Brickell".
Brickell has a background in Financial Services Industry, with an emphasis on
public companies and their unique financial needs regarding the raising of
working capital; and is willing to provide services to AMSE based on this
background.
AMSE desires to have services provided by Brickell.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on January 1, 2000, Brickell will provide
the following services, (collectively the "Services"): consult and advise the
corporate controller and president about financing the company's working capital
requirements, and assist the president with certain shareholder relations
regarding publicly available information only. This consulting contract shall be
for a period of one year, renewable by mutual consent.
2. PAYMENT. AMSE will pay a fee to Brickell of $150,000 per year for the
Services. This fee shall be payable in a lump sum payable in AMSE restricted
shares of common stock, in an amount of shares not to exceed 150,000 shares,
based on actual consulting work completed. 75,000 shares shall be registered via
AMSE's best efforts on an upcoming SB2. Upon termination of this Agreement,
payments under this paragraph shall cease; provided, however, that Brickell
shall be entitled to payments for periods or partial periods that occurred prior
to the date of termination and for which Brickell has not yet been paid.
3. EXPENSE REIMBURSEMENT. Brickell shall be entitled to reimbursement from AMSE
for the following "out-of-pocket" expenses:
- travel expenses
- meals, excluding alcoholic beverages
4. TERM/TERMINATION. This Agreement may be terminated by either party upon 30
days written notice to the other party.
5. RELATIONSHIP OF PARTIES. It is understood by the parties that Brickell is an
independent contractor with respect to AMSE, and not an employee of AMSE. AMSE
will not provide fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of Brickell.
6. ASSIGNMENT. Brickell's obligation under this Agreement may not be assigned or
transferred to any other person, firm, or corporation without the prior written
consent of AMSE.
7. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, addresses as follows:
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Company:
America's Senior Financial Services
Xxxxxx Xxxxx
President
00000 XX 00xx Xxxxx
Xxxxx Xxxxx, XX 00000
Consultant:
Brickell Equity Group, Inc.
Consultant
0000 Xxxxx Xxxxxxxx Xxxxx, #0000
Xxxxx, Xxxxxxx
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties
and there are no other promises or conditions in any other agreement whether
oral or written. This Agreement supercedes any prior written or oral agreements
between the parties.
9. AMENDMENT. This Agreement may be modified or amended if the amendment is made
in writing and is signed by both parties.
10. 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 become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as to limited.
11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
12. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
Florida.
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America's Senior Financial Services
By: /s/
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America's Senior Financial Services
President
Brickell Equity Group, Inc.
By: /s/ Xxxxxxx X. Xxxx
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Brickell Equity Group, Inc.
Consultant
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This Summary is not an official part of your document. It contains highlights of
the important information that has been entered into the document.
SUMMARY
OF THE
CONSULTING AGREEMENT
DATE PREPARED
January 1, 2000
COMPANY
America's Senior Financial Services
CONSULTANT
Brickell Equity Group, Inc.
EXPENSE REIMBUSEMENT section included.
SUPPORT SERVICES section included.
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