CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of February 10, 2000 between NATIONAL REHAB
PROPERTIES, INC., a Nevada corporation, ("NRPI"), on the one hand, and M.
XXXXXXX XXXXXX ("Xxxxxx"), XXXXX X. XXXXXXXX ("Xxxxxxxx"), VI XXX ("Xxx"),
XXXXX XXXXXXX ("Xxxxxxx") and XXXXXX XXXXXXXXX ("Xxxxxxxxx", and, together with
Cutler, Lebrecht, Xxx and Xxxxxxx, the "Consultants"), on the other hand.
WHEREAS:
A. Consultants have agreed to render consulting services with regard to
the negotiation and completion of a stock exchange between NRPI and the majority
shareholder of MAS Acquisition XV Corp., an Indiana corporation (the "MAS XV
Shareholder").
B. In the event NRPI is able to complete the Stock Exchange with the
MAS XV Shareholder, NRPI wishes to compensate Consultants for their consulting
services.
NOW THEREFORE, it is agreed:
1. Cash Compensation. NRPI shall pay by bank wire to Xxxxxx a
------------------
consulting fee of $100,000.00 immediately upon the execution of a stock exchange
agreement with the MAS XV Shareholder.
2. Stock Compensation. NRPI shall pay and cause to be issued to the
-------------------
Consultants a consulting fee of 500,000 shares of common stock of NRPI (the
"Shares") immediately upon the execution of a stock exchange agreement with the
MAS XV Shareholder. Such shares shall be subject to registration by NRPI on
Form S-8, at NRPI's sole expense, within 15 days of NRPI closing on the stock
exchange agreement with the MAS XV Shareholder. Such shares shall be issued as
follows: 260,000 to Xxxxxx, 80,000 to Lebrecht, 60,000 to Xxx, 50,000 to Xxxxxxx
and 50,000 to Xxxxxxxxx.
3. Miscellaneous. This Agreement (i) shall be governed by the laws of
-------------
the State of California; (ii) may be executed in counterparts each of which
shall constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
This Consulting Agreement has been executed as of the date first above
written.
NATIONAL REHAB PROPERTIES, INC.
/s/ Xxxxxxx Xxxxxxx
____________________________________________________________________
By: Xxxxxxx Xxxxxxx, President and Chief Executive Officer
CONSULTANTS
/s/ M. Xxxxxxx Xxxxxx
____________________________________________________
M. Xxxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
____________________________________________________
Xxxxx X. Xxxxxxxx
/s/ Vi Xxx
____________________________________________________
Vi Xxx
/s/ Xxxxx Xxxxxxx
____________________________________________________
Xxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxxxx
____________________________________________________
Xxxxxx Xxxxxxxxx
