EXHIBIT 10.1
CONSULTING AGREEMENT
Consulting Services Agreement
This Consulting Agreement ["the Agreement"] entered into on the date herein
below set forth adjacent to the signatures of the parties executing the same
between International Capital Group, Inc., a Delaware corporation, and its
nominees, hereinafter referred to as "Consultants" and Senior Care Industries,
Inc., a Nevada corporation, hereinafter referred to as "Client."
Whereas Client requires the services of Consultant to facilitate and complete
the sale of various assets which have been assembled by East West Community
Developer, Inc. ["East West"], which East West has contracted to sell to Client
under the terms of a stock and assumption of liabilities transaction; and
Whereas Client has the need of the services of Consultant to conduct due
diligence studies and other investigations in connection with the East West-
Senior Care transaction; and
Whereas Client is presently without the necessary funds to pay Consultant for
the services which Consultant will provide; and
Whereas Consultant is agrees to take stock in Senior Care in lieu of other
compensation for the work to be performed,
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Responsibilities and Warranties of Consultant: Consultant hereby agrees to
undertake all due diligence and to provide Client with access to legal and
accounting services which may be necessary in connection with the transaction
and to provide advisory services for the Client in conjunction with the sale of
the assets which East West has assembled for sale to Client and for which
Consultant will provide the following services:
A. A complete study of all of the assets which East West contemplates
selling to Client including but not limited to site inspection, surveys, title
searches, investigation of liens, if any, background of partners and other
persons involved in each transaction, if any, survey of local area to determine
feasibility of development, if that be the case with respect to that property,
B. To interface with brokers and title companies to facilitate the
transfer of title, if required;
C. Provide legal services from licensed attorneys and accounting
services from Certified Public Accountants to handle all legal and accounting
aspects in connection with the due diligence study and sale of the properties
which East West has assembled to sell to Client;
D. To use Consultant's expertise in property development to undertake
a full study of whether the property in question will meet the needs and goals
of Client;
E. To develop projections which will assist the Client to determine
whether the property being purchased will be profitable if brought under
Client's umbrella; and additionally,
F. Consultant shall provide the following followup services in
connection with the transfer of assets from East West to Client:
(1) Increasing market awareness for Client's stock throughout the retail
and institutional brokerage community;
(2) Seeking strategic alliances for the company with other public and
private sector companies which might enhance market capitalization of
the company or help establish viable distribution channels for it's
products and services.
(3) Arranging telephone conferences (where appropriate) for company
representatives to discuss the business of the company with retail and
institutional brokers, clients, analysts and representatives.
(4) Providing a working liaison between the company and Public Relation
and Investor Relations community to further expand the awareness of
the company and it's products and services to the public in general.
(5) introducing the company to suitable investment banking community
members to achieve a public offering of Client's stock.
2. Client's Responsibilities & Warranties: Client agrees to provide to
Consultant all information necessary together with any documents which may be
requested by Consultant or such professionals as Consultant may retain in
connection with this Agreement to facilitate the work which Consultant has
agreed to perform under the terms hereof. Client shall be solely responsible for
the accuracy of the information and representations made in any document
prepared by Consultant
and/or its retained professionals.
3. Consideration: Client shall pay to Consultant and/or its assigns a consulting
fee of 700,000 shares of common stock of Client which the parties acknowledge
has a fair market value as of the date of this Agreement of $.03 per share which
shall be allocated to the following persons who have assisted in the work to be
done in connection with the transaction described hereinabove:
▇▇▇▇▇ ▇▇▇▇▇▇▇ 350,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 350,000
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Total: 700,000
The parties further agree that the cost of this Consulting Agreement may be
considered a part of the cost of acquisition from East West by Client. Such
shares shall be subject to registration by Client on Form S-8 within two years
of the completion of Consultant's work at Consultant's option as to time and
Client shall complete the S-8 Registration Statement at its sole expense.
4. Costs: In addition to the compensation set forth in Paragraph 3 above, Client
shall pay directly any attorneys fees, accounting fees or other fees which may
become due and owing in connection with the property transfers.
Client must issue checks in full payment of any such fees, payable to the
appropriate payee in the appropriate amount and return the checks to Consultant
together with all properly executed documents.
5. Indemnification: In the event litigation is instituted against Client naming
Consultant as a co-defendant for any reason, Client hereby agrees to indemnify
and hold harmless Consultant, its partners, employees, agents, representatives,
retained professionals, their assigns and controlling persons from any loss,
claim, damages, liabilities, costs and expense in any suit, proceeding and/or
claim arising from the cost of investigating, preparing and defending the
submissions made by Consultant based upon information which was obtained from
Client and submitted on forms prepared by Consultant and/or its retained
professionals. This said Paragraph 5 shall survive the expiration or termination
of this Agreement.
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6. Independent Contractor Status: Client acknowledges that Consultant shall
perform its services under the provisions of this Agreement as an Independent
Contractor and not as an employee or an affiliate of Client.
7. Amendment and Modification: Subject to applicable law, this Agreement may be
amended, modified or supplemented only by a written agreement signed by both
parties. No oral modifications to this Agreement may be made.
8. Entire Agreement: This Agreement contains the entire agreement between the
parties hereto and supersedes any prior understanding, written or oral,
respecting the subject matter hereof. The failure of Consultant to insist upon
strict performance of any term of this Agreement shall not be construed by
Client as a waiver at any time of the rights, remedies or indemnification, all
of which shall remain in full force and effect from the time of the execution
hereof.
9. Binding Effect: This Agreement shall be binding upon the heirs, executors,
administrators, assigns of the parties hereto and Client shall not assign its
rights hereunder or delegate its duties under any of the terms hereof without
the prior written consent of PSS, which consent will not be unreasonably
withheld.
10. Attorney's Fees and Costs: In the event an arbitration, mediation, suit or
action is brought by any party under this Agreement to enforce any of its terms,
or in any appeal therefrom, it is agreed that the prevailing party shall be
entitled to receive its reasonable attorney's fees and costs in connection
therewith.
11. Severability: If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future law during the term hereof,
such provision shall be fully severable and this Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision never
comprised a part hereof and the remaining provisions shall remain in full force
and effect and shall not be affected by the illegal, invalid or unenforceable
provisions or by its severance here from. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically as part
of this Agreement, a provision as similar in nature in its terms to such
illegal, invalid or unenforceable provision as may be legal, valid and
enforceable.
12. Governing Law: This Agreement shall be governed by the Laws of the State of
California and the venue for the resolution of any dispute arising hereunder
shall be in Orange County, California.
13. Independent Advise of Counsel: Client acknowledges and agrees that it has
received the independent advise of counsel prior to executing this Agreement and
that counsel has explained to Client the terms of this Agreement and their legal
ramifications. Client further understands and agrees that Consultant does not
render legal advise or offer legal assistance. All requests for legal advise by
Client will be referred to legal counsel for a proper legal opinion.
Accordingly, no statements or representations by Consultant, partners,
employees, agents, representatives, retained professionals, their assigns and
controlling persons, should be construed to be legal advise and Consultant
advises Client to always consult with its own attorneys regarding the legalities
of all investment offerings, registrations and filings.
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IN WITNESS HEREOF, the parties above have caused this Agreement to be duly
executed at Downey, California on the day and year set forth below.
Senior Care Industries, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date: 4/30/99
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President
International Capital Group, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Date: 4/30/99
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▇▇▇▇▇ ▇▇▇▇▇
President
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