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EXHIBIT 10.2
CONSULTING AGREEMENT
This Agreement is made effective as of January 1st, 2000, by and between
America's Senior Financial Services of ▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇
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In this Agreement, the party who is contracting to receive services shall be
referred to as "AMSE", and the party who will be providing the services shall be
referred to as "Brickell".
Brickell has a background in Financial Services Industry, with an emphasis on
public companies and their unique financial needs regarding the raising of
working capital; and is willing to provide services to AMSE based on this
background.
AMSE desires to have services provided by Brickell.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on January 1, 2000, Brickell will
provide the following services, (collectively the "Services"): consult and
advise the corporate controller and president about financing the company's
working capital requirements, and assist the president with certain
shareholder relations regarding publicly available information only. This
consulting contract shall be for a period of one year, renewable by mutual
consent.
2. PAYMENT. AMSE will pay a fee to Brickell of $300,000 per year for the
Services. This fee shall be payable by issuance of 150,000 restricted
shares of AMSE common stock, which will then be registered using best
efforts on an upcoming SB2. Upon termination of this Agreement, payments
under this paragraph shall cease; provided, however, that Brickell shall be
entitled to payments for periods or partial periods that occurred prior to
the date of termination and for which Brickell has not yet been paid.
3. EXPENSE REIMBURSEMENT. Brickell shall be entitled to reimbursement from
AMSE for the following "out-of-pocket" expenses:
- travel expenses
- meals, excluding alcoholic beverages
4. TERM/TERMINATION. This Agreement may be terminated by either party upon 30
days written notice to the other party.
5. RELATIONSHIP OF PARTIES. It is understood by the parties that Brickell is
an independent contractor with respect to AMSE, and not an employee of
AMSE. AMSE will not provide fringe benefits, including health insurance
benefits, paid vacation, or any other employee benefit, for the benefit of
Brickell.
6. ASSIGNMENT. Brickell's obligation under this Agreement may not be assigned
or transferred to any other person, firm, or corporation without the prior
written consent of AMSE.
7. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage prepaid, addresses as follows:
Company:
America's Senior Financial Services
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President
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Consultant:
Brickell Equity Group, Inc.
Consultant
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Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supercedes any prior
written or oral agreements between the parties.
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9. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
10. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision
of this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as to limited.
11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.
12. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Florida.
America's Senior Financial Services
By:
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America's Senior Financial Services
President
Brickell Equity Group, Inc.
By:
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Brickell Equity Group, Inc.
Consultant
This Summary is not an official part of your document. It contains highlights of
the important information that has been entered into the document.
SUMMARY
of the
CONSULTING AGREEMENT
DATE PREPARED
January 1, 2000
COMPANY
America's Senior Financial Services
CONSULTANT
Brickell Equity Group, Inc.
EXPENSE REIMBUSEMENT section included.
ASSIGNMENT section included.
Amended: On March 17, 2000 the CEO adjusted the number of shares to be issued
and registered to reflect market conditions and insure that the consultant
received full dollar value for services that were covered by the agreement.