CONSULTING AGREEMENT
This Agreement is made on January 1, 1997, by and between Oxford Capital
Corp., ("Oxford"), a Nevada Corporation, of Dallas, Texas and TDF, Ltd.
Whereas, TDF, Ltd. has a background in and is willing to provide services
to Oxford utilizing their background, knowledge and experience; and
Oxford desires to have services provided by TDF, Ltd.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on January 1, 1997, TDF, Ltd. will
provide the following services:
a. Such services as requested by the Board of Directors and/or
officers of Oxford from time to time during the period of this
Agreement.
2. PAYMENT. Oxford will pay a fee of $15,000.00 (Fifteen Thousand Dollars)
per month, in arrears, for the services provided by TDF, Ltd.
3. EXPENSES. TDF, Ltd. shall be entitled to reimbursement for all
pre-approved "out-of- pocket" expenses incurred in providing the Services
outlined in this Agreement in accordance with the procedures of Oxford for such
reimbursement.
4. TERM / TERMINATION. This Agreement shall expire on December 31, 1997
unless terminated earlier by the Board of Directors of Oxford or terminated by
mutual consent of TDF, Ltd. and Oxford with thirty (30) days notice.
5. RELATIONSHIP OF PARTIES. It is understood by the parties TDF, Ltd. is an
independent contractor to Oxford, but may be entitled to fringe benefits,
including health insurance benefits and other employee benefits.
6. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed to be delivered when delivered in person or
deposited in the United States Mail, postage prepaid addressed as follows:
Oxford: Oxford Capital Corp.
0000 X. Xxxxxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
TDF, Ltd.: TDF, Ltd.
0000 Xxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Such addresses may be changed form time to time by either party providing
written notice to the other in the manner set forth above.
7. ENTIRE AGREEMENT. This Agreement contains the entire Agreement of the
parties and there are no other promises or conditions or other agreement whether
oral or written. This Agreement supersedes any prior written or oral Agreements
between the parties.
8. AMENDMENT. This Agreement may be modified or amended when such amendment
is made in writing and is signed by both parties.
9. SEVERABILITY. If any provision of this Agreement shall be deemed to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that a provision of this Agreement
is invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, such provision shall be deemed to be written, construed
and enforced as so limited.
10. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce and
provision of this Agreement shall not be construed as any waiver of limitation
of that party's right to subsequently compel strict compliance with every
provision of this Agreement.
11. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Texas.
Agreed this 31st day of December, 1996.
OXFORD CAPITAL CORP.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
TDF, LTD.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
vs/lk
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