EXHIBIT 10(v)
ADDENDUM TO CONSULTING AGREEMENT
This Addendum to Consulting Agreement entered into by and between
Senior Care Industries, Inc. [Senior Care] and Xxxxxx Xxxxxxxx [Xxxxxxxx] on the
date set forth herein after adjacent to the signatures appearing at the
conclusion of this Agreement.
Whereas, Richelli has been performing various functions for Senior Care
on a regular basis, generally pursuant to that certain Consulting Agreement
which was entered into by and between the parties on or about April 16, 2002,
and
Whereas, Richelli will have a commission due to him equal to 6% of the
appraised land value resulting from his work on the Motel 6 deal; and
Whereas, the commission being paid hereunder is in lieu of any
ownership interest in the Motel 6 deal; and
Whereas, the parties desire to set out their continued mutual
agreements with respect to each of these matters;
NOW THEREFORE, it is agreed between the parties that this Addendum to
consulting Agreement shall supercede and replace any previous agreement between
the parties and that the new agreement shall be as follows:
1. BASIC PURPOSE OF THIS AGREEMENT: Richelli is to seek and develop
construction loans for Senior Care on its real estate development projects, to
answer questions and inquiries from shareholders of Senior Care, and to act as a
finder of new projects for the company. The present status of projects which
Richelli has undertaken for Senior Care and their present status is attached
hereto as a memorandum dated 9-1-02.
2. OFFICE HOURS: Richelli shall generally be present in the office of
Senior Care at 000 Xxxxxxxx, 0xx Xxxxx in Laguna Beach, California where he
shall be present from 8 A.M. to 2 P.M. each week day.
3. DUTIES OF RICHELLI: Richelli=s duties shall generally be to obtain
and process leads for construction loans, lines of credit and other credit
facilities for the company, to act as the company interface with investors and
shareholders during office hours, to assist in the leasing of space in the
offices of the company and to generally coordinate meetings with prospective
lenders and company officials as well as to act as a finder of new ventures for
the company and to introduce those ventures to management.
4. COMPENSATION: The parties agree that Richelli will be due a
commission on the Motel 6 project and that in lieu of his receipt of that
commission, he shall receive a stipend of $4,000 per month payable $2,000 on the
1st and 15th of each month. Additionally, Richelli shall be entitled to receive
commissions on an individual basis on each transaction that he brings to the
company with the commission set at the discretion of the Board of Directors of
Senior Care on each transaction between Richelli and Senior Care at the time and
that commission payment shall be in addition to the sums to which Richelli is
entitled as set forth under the terms of this Agreement.
5. PROPRIETARY INFORMATION: Richelli understands and agrees that the
names, address and telephone numbers of all clients are the exclusive property
of Senior Care and shall remain the property of Senior Care at all times and
that Richelli shall not have the right to solicit, propose or contact any of the
clients for investment in any proposal not sponsored by Senior Care without the
express written agreement of Senior Care management.
6. CONFIDENTIALITY: Richelli understands and agrees that he shall
execute and deliver a Consultant Non-Disclosure of Confidential Information
agreement, which said agreement shall be attached hereto and is made a part
hereof and is incorporated by reference herein as though fully set forth.
7. NOTICES: Any notice required or permitted under this contract may be
given by ordinary mail at the address contained in this contained in this
contract, and such address may be changed by written notice given by one party
to the other from time to time. Notice shall be deemed received one (1) day
after deposited in the mail, postage prepaid.
8. ASSIGNMENT OF INTEREST & RIGHTS: No party shall sell, assign or in
any way transfer its interest or any part thereof in this agreement without
first obtaining the written consent of the other parties hereto.
9. CONDUCT OF OTHER BUSINESS: Richelli may conduct other business
outside of the office hours set forth herein above but shall not use company
facilities to promote his other business activities except with the express
permission of management of Senior Care.
Senior Care understands that Richelli has other clients and other projects for
other clients which are underway at the time this Agreement is executed and
Richelli agrees that he will render a list of those projects which said list
shall be attached hereto as Exhibit A and shall be included herein by reference
as though fully set forth. The names which shall appear on Exhibit A shall be
exempt from the conduct of other business restriction, provided, however, that
Richelli shall not conduct that business from the Senior Care office while
working on money center matters and all such business must be conducted at other
times either before or after money center hours, provided, however, that Senior
Care may, at its option, provide an exception to this restriction if the project
is in the interest of Senior Care.
10. ARBITRATION: Any controversy arising out of relating to the
performance or interpretation of their contract or any subcontract or
sub-subcontract is subject to arbitration.
On the demand of the arbitrator or any party to the arbitration initiated under
the arbitration provisions of this contract, owner, subcontractor,
sub-subcontractor, or any other party bound by this arbitration provision agrees
to join in, become a party to, and be bound by such arbitration proceedings.
Arbitration shall be conducted in accordance with the Rules of the American
Arbitration Association that are in effect at the time of the arbitration, and
judgment may be entered on the award. Evidence presented at the arbitration
shall admitted or denied be subject to the California rules of evidence.
If any party refuses or neglects to appear at or to participate in arbitration
proceedings after reasonable notice, the arbitrator is empowered to decide the
controversy in accordance with whatever evidence is presented by the party or
parties who do participate. The arbitrator may award any remedy that is just and
equitable in the opinion of the arbitrator. The arbitrator will award to the
prevailing party or parties such sums as are proper to compensate for the time,
expense and trouble of arbitration, including arbitration fees and attorney
fees, not to exceed ten thousand dollars ($10,000.00). The arbitrator will
remain jurisdiction of a controversy even if a party or parties to the dispute
will not or cannot be joined in the arbitration proceedings.
11. ATTORNEYS FEES: If the parties become involved in litigation or
arbitration arising out of this contract or the performance thereof, the court
or arbitrator shall award reasonable costs and expense, including attorneys
fees, to the prevailing party, not to exceed ten thousand dollars ($10,000.00).
12. FULLY INTEGRATED AGREEMENT: The terms and provisions of this
Contract and all of the attachments, schedules and exhibits hereto constitute
the entire and fully integrated agreement between the parties. It supersedes all
previous communications, representations, agreements, proposals, terms and
negotiations either written or oral, between the parties relating to the subject
matter hereof.
13. GOVERNING LAW: This agreement shall be construed in accordance
with, and governed by, the laws of the State of California.
14. VENUE & SITUS OF CONTRACT: The place of this agreement, its situs
or forum is at all times in the state of California in which state all matters,
whether sounding in contract or in tort relating to the validity, construction,
interpretation and enforcement of this contract, shall be determined. Each of
the parties to the Agreement hereby consents to the venue and jurisdiction of
the Superior Court of the State of California in and for the County of Orange.
15. SEVERABILITY: If any term, provisions, covenant or condition of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the rest of the Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
16. BENEFIT: This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto, their successors, trustees, assigns, heirs,
administrators and legal representatives, but shall not inure to the benefit of
any other person, firm or corporation.
17. ADVICE OF COUNSEL: Richelli acknowledges and agrees that he has
received the independent advise of counsel prior to executing this Agreement or
he has waived that right and that counsel has explained to Richelli the terms of
this Agreement and their legal ramifications. Richelli further understands and
agrees that he does not render legal advise or offer legal assistance. All
requests for legal advise made to Richelli by clients will be referred to legal
counsel for a proper legal opinion.
18. COUNTERPARTS: This Agreement may be signed in counterparts and all
signed copies shall be deemed one instrument.
19. ADDENDUMS: Richelli acknowledges that he previously executed and
delivered a Non-Disclosure of Confidential Information Agreement which was
attached to the original Consulting Agreement which was dated on or about April
16, 2002 and the parties hereby agree that the Non-Disclosure of Confidential
Information Agreement shall continue in full force and effect.
Page 18 of 18
IN WITNESS HEREOF, the parties above have caused this Agreement to be duly
executed at Laguna Beach, California on the day and year set forth below.
Xxxxxx Xxxxxxxx
By: /s/ Xxxxxx Xxxxxxxx Date:
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SENIOR CARE INDUSTRIES, INC.
By: /s/ Xxxxx Xxxxx Date:
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Officer: President
Name: Xxxxx Xxxxx
