AMENDMENT TO CONSULTING AGREEMENT
This Amendment is entered into on the 31 day of March, 1998 by and
between Westmark Group Holdings, Inc., a Delaware corporation, and Westmark
Mortgage Corporation, a California corporation (hereinafter collectively
referred to as "Westmark") and Xxxxx X. Xxxxxxxx ("Consultant").
WHEREAS, Westmark and Consultant entered into a Consulting Agreement on
or about January 24, 1996, and
WHEREAS, Westmark and Consultant amended said Consulting Agreement on
or about February 4, 1997, and further amended said Consulting Agreement on or
about August 27, 1997, and
WHEREAS, Westmark and Consultant desire to further modify said
Consulting Agreement,
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein and for other good and valuable consideration, said
Consulting Agreement, as amended, is hereby modified in the following respects:
1. Consultant's annual salary shall be increased to $180,000 commencing
April 1, 1998 payable as follows: $10,000 per month in cash and $5,000 per month
shall be accrued and payable at the end of each quarter commencing June 30, 1998
either in cash to the extent that the corporation has sufficient cash proceeds
available, or the issuance of restricted shares of common stock of Westmark
Group Holdings, Inc. based upon the closing bid price of the common stock of
Westmark Group Holdings, Inc. on the last day of each quarter. If sufficient
cash proceeds are unavailable, said accrue shall be paid through the issuance of
shares of common stock. If sufficient cash proceeds are available for payment of
the accrual, Consultant shall have the option of being paid in cash or
restricted common stock or a combination thereof. The amount of monthly
compensation payable in cash may be adjusted from time to time based upon the
written agreement of the parties.
2. Consultant shall participate in an annual bonus plan commencing with
the calendar year 1998, whereby Consultant shall receive an annual bonus based
upon a percentage of He pre-tax net income of the corporation on a consolidated
basis. The amount of the annual bonus shall be determined by the Compensation
Committee and the Board of Directors on an annual basis.
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Except as hereinabove modified or amended said Employment Agreement and
any prior amendment hereto shall continue in full force and effect.
WESTMARK GROUP HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxxxxx
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Its: C.E.O.
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WESTMARK MORTGAGE CORPORATION
By: /s/ X. X. Xxxxx
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Its: C.F.O
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/s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
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