CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into on this ___ day of January, 1999
by and between CAPITAL FIRST HOLDINGS, a Florida corporation, (hereinafter
"Capital First") and XXXX X. XXXXXX, a resident of the State of Florida
(hereinafter "Xxxxxx").
W I T N E S S E T H
WHEREAS, Xxxxxx has submitted his resignation as an officer and director
of Capital First and its subsidiaries and has terminated his employment
contract; and
WHEREAS, Capital First desires to contract with Xxxxxx to provide
consulting services to ensure a smooth transition with new management; and
WHEREAS, Xxxxxx desires to provide such consulting services to Capital
First.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and Ten Dollars ($10.00), the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1.Appointment. Capital First hereby retains Xxxxxx to serve as a
management consultant for Capital First, which services shall include
assisting all personnel with transition into new management and continue to
aid the Company with sales of real property.
2.Compensation. Capital First shall pay Xxxxxx for his services to be
rendered a flat fee of $25,000.00, payable as follows: a.) $12,500.00
payable on February 1, 1999; and b.) $12,500.00 payable on March 1, 1999.
3.Independent Contractor. Xxxxxx shall be deemed an independent
contractor for all purposes hereunder. Nothing contained herein shall be
construed to make Xxxxxx a partner, employee, or agent of Capital First, nor
shall either party have any authority to bind the other in any respect, it
being intended that each shall remain independent contractors responsible for
their own actions.
4.Manner of Performance. Without limiting the other provisions herein,
Xxxxxx shall perform his duties hereunder pursuant to the following terms and
conditions:
X.Xxxxxx shall be furnished with and use Capital First's equipment and
materials during the course of his performance hereunder;
X.Xxxxxx shall be allowed to work from Capital First's Tallahassee office
location, and exercise his own judgment as to the method and manner of his
services;
X.Xxxxxx shall not be prevented from engaging in other reasonable
employment, provided, however, that such other employment does not create any
conflict of interest hereunder; and
X.Xxxxxx shall pay his own xxxxxxx'x compensation, unemployment
compensation, insurance, social security and withholding and all other
federal, state and local taxes or assessments and shall hold Proactive
harmless therefrom.
5.Expenses. Capital First agrees to reimburse Xxxxxx for reasonable expenses
associated with travel, postage and telephone incurred on behalf of Proactive.
6.Term. The term of this agreement shall commence on the ____ day of
January, 1999 and shall continue until April 15, 1999.
7.Assignment. The agreement and the obligations hereunder may not be
assigned by Xxxxxx without the express, prior written consent of Capital
First.
8.Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
In WITNESS WHEREOF, the parties have execute this Consulting Agreement on the
day and year first above written.
"Capital First""Xxxxxx"
CAPITAL FIRST HOLDINGS, INC.,
A Florida Corporation
By:_____________________________ By:______________________________
Xxxxxx X. Xxxxx, Vice-President Xxxx X. Xxxxxx
