BUSINESS CONSULTANT AGREEMENT
This agreement dated January 10, 1996 is made between Health Care
Centers of America, Inc. (HCCA) a Nevada Corporation referred to as the
"Company", and Xxxxxx X. Xxxxxxx, Xx., an individual and/or assigns, referred to
as the "Consultant". For good and valuable consideration the sufficiency and
receipt of which is hereby acknowledged, the parties agree in accordance with
the following terms.
1. Consultation Services. The Company hereby employs the
Consultant to perform the following services in accordance with the terms and
conditions set forth in this agreement:
The Consultant will consult with the officers and employees
of the Company concerning matters relating to the management and organization of
the Company, its financial policies, real estate development, real estate
acquisitions, venture capital, project and other financing, and generally any
matter arising out of the business affairs of the Company. The consultation
shall include advice regarding control, supervision, hiring and discharge of
independent contractors, sources and type of funding, real estate development
projects and generally any matter rising out of the business affairs of the
Company.
2. Term of Agreement. This agreement will begin in accordance with
the terms in the lst sentence of Paragraph 5 below and will continue for a ten
(10) year period with four (4) automatic renewal periods of ten (10) years each,
which renewals are at the option of the consultant.
3. Time Devoted by Consultant. It is anticipated that the
Consultant will devote a majority of his time in fulfilling his obligations
under this contract. The particular amount of time may vary from day to day or
week to week.
4. Place Where Services Will Be Rendered. The Consultant will
perform most services in accordance with this contract at any place deemed
necessary by the Consultant in the furtherance of his obligations under this
agreement. In addition, the Consultant will perform services on the telephone
and at such other places as designated by the Company or deemed necessary bu the
Consultant to perform these services in accordance with this agreement.
5. Payment of Consultant. The Company will pay the consultant on a
per project or per assignment basis. The fee to be paid to the Consultant in
accordance with same shall be determined in advance. Payment is to be made in
the fork of U.S. Dollars or shares of stock in the Company as determined by the
Consultant in his sole discretion. Regardless of the foregoing, the Consultant
shall have no right to any payment, in any form until a date which is seven (7)
months after the Company has been registered with the Securities and Exchange
Commission.
6. Independent Contractor. Both the Company and the Consultant
agree that the Consultant will act as an independent Contractor in the
performance of its duties under this contract. Accordingly, the Consultant shall
be responsible for payment of all taxes including Federal, State and local taxes
arising out of the Consultant's activities in accordance with this contract,
including by way of illustration but not limitation, Federal and State Income
tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or
business license fees as required.
7. Confidential Information. The Company and the Consultant agree
that any information received by either party during any furtherance of the
obligations in accordance with this contract, which concerns the personal,
financial or other affairs of the Company or of the consultant shall be treated
by the other party. In full confidence and shall not be revealed to any other
persons, firms or organizations whether civil or governmental.
8. Employment of Others. The Company may from time to time request
that the Consultant arrange for the services of others. All costs to the
Consultant for those services will be paid by the company but in no event shall
the Consultant employ others witho7ut the prior authorization of the Company.
9. Signatures. Both the Company and the Consultant agree to the
above contract.
Company:
Health Care Centers if America, Inc., Consultant:
/s/Xxxxxxx Xxxxxxx /s/Xxxxxx X. Xxxxxxx
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Xxxxxxx Xxxxxxx, President Xxxxxx X. Xxxxxxx, Xx.
