CONSULTING AGREEMENT
AGREEMENT made this 28th day of September, 2000, by and between EB
Consulting, a joint venture of Xx Xxxx and Xxxx Xxxxxxx, hereinafter referred to
as the "Consultant," and Community Home Mortgage Corporation whose principal
place of business is located at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000
hereinafter referred to as "Company."
WHEREAS, the Company desires to engage the services of the Consultant
to perform consulting services for the Company regarding its current business
and planned future business as an independent contractor and not as an employee;
and
WHEREAS, Consultant desires to consult with the Board of Directors, the
officers of the Company, and the administrative staff, and to undertake for the
Company consultation as to the direction of certain functions in said
management;
NOW, THEREFORE, it is agreed as follows:
1. Term. The respective duties and obligations of the contracting parties
shall be for a period of one year.
2. Consultations. Consultant shall be available to consult with the Board
of Directors, the officers of the Company, and the heads of the
administrative staff, at reasonable times, concerning matters
pertaining to the general business management of the Company, the
fiscal policies of the Company, the relationship of the Company with
its employees or with any organization representing its employees, and,
in general, the important problems of concern in the business affairs
of the Company. Consultant shall not represent the Company, its Board
of Directors, its officers or any other members of the Company in any
transactions or communications nor shall Consultant make claim to do
so. Consultant understands that certain information to be provided by
the Company concerning the business and operations of the Company, its
subsidiaries, and affiliates will be confidential information and will
be treated by Consultant as such. Consultant will not, directly or
indirectly, make use of such information or divulge any such
information to others except as authorized by the Company.
3. Liability. With regard to the services to be performed by the
Consultant pursuant to the terms of this agreement, the Consultant
shall not be liable to the Company, or to anyone who may claim any
right due to any relationship with the Corporation, for any acts or
omissions in the performance of services on the part of the Consultant
or on the part of the agents or employees of the Consultant, except
when said acts or omissions of the Consultant are due to willful
misconduct or gross negligence. The Company shall hold the Consultant
free and harmless from any obligations, costs, claims, judgments,
attorneys' fees, and attachments arising from or growing out of the
services rendered to the Company pursuant to the terms of this
agreement or in any way connected with the rendering of services,
except when the same shall arise due to the willful misconduct or gross
negligence of the Consultant and the Consultant is adjudged to be
guilty of willful misconduct or gross negligence by a court of
competent jurisdiction.
4. Compensation. The Consultant shall receive compensation from the
Company for the performance of the services to be rendered to the
Company pursuant to the terms of the agreement $100,000 or two and
one-half percent (2.5%) of the issued and outstanding shares of common
stock of the Company, at the Company's option. If payment is made in
the form of common stock, such shares of common stock shall be
deposited in an escrow account with a law firm selected by the Company
and be subject to a mutually acceptable escrow agreement. If Company is
unable to clear comments received from the Securities and Exchange
Commission relating to the Information Statement or Form 10, then
Company shall be entitled to a refund of all shares of its common stock
previously paid to Consultant The common stock shall be registered as
soon as practicable with the Securities and Exchange Commission on Form
S-8 or other form of registration if Form S-8 is not available at
Consultant's expense. In addition, the Company shall reimburse the
Consultant for any reasonable out of pocket expenses incurred by the
Consultant pursuant to the terms of this agreement that were approved
by the Company.
5. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be resolved by arbitration
in accordance of the rules of the American Arbitration Association in
the City of New York, and judgment upon the award rendered by the
arbitrator(s) shall be entered in any court having jurisdiction
thereof. For that purpose, the parties hereto consent to the
jurisdiction and venue of an appropriate court located in New York
County, State of New York. In the event that arbitration results from
or arises out of this Agreement or the performance thereof or
litigation to enforce any award entered therein, the parties agree to
reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party
may be entitled. In the event of any such claim or controversy, no
action shall be entertained by said arbitration if initiated more than
one year subsequent to the date the cause(s) of action actually accrued
regardless of whether damages were otherwise as of said time
calculable.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
on the 28th day of September, 2000.
COMMUNITY HOME MORTGAGE CORPORATION
By:
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Its:
EB CONSULTING
By: /s/ Xx Xxxx
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Xx Xxxx, Partner
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
