Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 3rd
day of July, 2002 by and between Latinocare Management Corporation (the
"Company") and M.A. Xxxxxxx (The "Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Consultant is due approximately 20,000 shares as a result
of services rendered to the Company;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby has engaged the Consultant for legal services and
wishes to pay Consultant and has agreed to payment of fees due for services
already rendered through issuance of stock. None of the legal services being
compensated hereby involved mergers or acquisitions or capital raising.
2. In partial consideration of the services already provided,
Consultant shall receive 20,000 shares of the Company's common stock which shall
be issued for legal fees due and owing as a result of prior services rendered to
the Company by the Consultant.
3. The Company will register all the compensation shares pursuant to a
registration statement on Form S-8.
4. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or delivered
when deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification fees prepaid, addressed at
their principal place of business or to such other address as may be designated
by either party in writing.
5. This Agreement shall be governed by and interpreted pursuant to the
laws of the state of Colorado. By entering into this Agreement, the parties
agree to the jurisdiction of the Colorado courts with venue in Jefferson County,
Colorado. In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorney's fees.
6. This Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original, and it
shall not be necessary, in making proof of this Agreement to produce or account
for more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
seals the day and year first above written.
CONSULTANT: COMPANY:
M.A. Xxxxxxx LATINOCARE MANAGEMENT CORP.
/s/M.A. Xxxxxxx /s/Xxxx X. Xxxxxxxx
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M.A. Xxxxxxx Xxxx X. Xxxxxxxx, President
