EXHIBIT 10.7
FIRST AMENDMENT TO CONSULTING AGREEMENT
This First Amendment to Consulting Agreement is made this 19th day of
November, 1997 by and among PROFESSIONAL BANCORP, INC. ("PBI"), FIRST
PROFESSIONAL BANK, NATIONAL ASSOCIATION ("Bank") and NETWORK
HEALTH FINANCIAL SERVICES, INC. ("NHFS").
RECITALS
WHEREAS, PBI, Bank and NHFS entered into a Consulting Agreement effective
as of August 12, 1997 (the "Consulting Agreement"); and
WHEREAS, the parties now desire to revise the Consulting Agreement by
deleting the services of ▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ and increasing the monthly
fee for the services of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, the parties hereby agree as follows:
1. The second and third paragraphs of Section 3 of the Consulting
Agreement are amended and restated to read as follows, effective as of March 11,
1997:
"'Actual costs' incurred shall include all reasonable out-of-pocket
expenses incurred by NHFS, and the hourly rates set forth below for NHFS
personnel:
NHFS Employee Hourly Rate
------------- -----------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $80
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $50
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $25
With respect to the services of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇,
NHFS will charge a flat monthly fee of: (a) Twenty-Five Thousand Dollars
($25,000) for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, which sum is based on an allocation of
approximately fifty percent (50%) of her working time to Bancorp and Bank; and
(b) Nine Thousand Dollars ($9,000) for ▇▇▇▇▇ ▇▇▇▇▇, which sum is based on an
allocation of approximately seventy percent (70%) of her working time to Bancorp
and Bank. No percentage markup of these flat monthly fees for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
and ▇▇▇▇▇ ▇▇▇▇▇ will be charged. Costs for all other NHFS personnel not
specifically set forth herein shall be billed at reasonable rates as mutually
agreed to by the parties."
2. In all other respects, the Consulting Agreement is hereby ratified
and affirmed as originally written.
IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first written above.
NETWORK HEALTH FINANCIAL FIRST
PROFESSIONAL BANK,
SERVICES, INC. NATIONAL
ASSOCIATION
By:_________________________________
By:_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, Chairman
PROFESSIONAL BANCORP, INC.
By:_________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman
