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EXHIBIT 10.7
AGREEMENT FOR LEGAL SERVICES
This Agreement is made effective as of June 27, 2000, by and between America's
Senior Financial Services, Inc. of 9501 NE 2nd Ave, Suite 3, Miami Shores, FL
33138, and Gary Barcus, Esq., 1689 SW 156th Avenue, Pembroke Pines, FL 33027.
In this Agreement, the party who is contracting to receive services shall be
referred to as "ASME", and the party who will be providing the services shall
be referred to as "Attorney Barcus".
Attorney Barcus has a background in Licensed Attorney, Florida Bar; general
practitioner with experience in corporate matters and litigation and is willing
to provide services to AMSE based on this background.
AMSE desires to have services provided by Attorney Barcus.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on June 20, 2000, Attorney Barcus will
provide the following services, (collectively the "Services"): The Attorney
shall provide specific legal services to AMSE as need arises and is identified
by the Company. These legal services shall include negotiation of certain
accounts payable, settlement of certain claims to be identified by the Company,
and litigation management when necessary.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Attorney Barcus shall be
determined by Attorney Barcus. AMSE will rely on Attorney Barcus to work as
many hours as may be reasonably necessary to fulfill Attorney Barcus's
obligations under this Agreement.
3. PAYMENT. AMSE will pay a fee to Attorney Barcus based on $0.30 per share for
the Services. This fee shall be payable upon monthly invoicing by Attorney
Barcus, and the "fee" shall cover the legal services provided, estimated at up
to 40 hours per month for a period of twelve months, payable in the Company's
common stock calculated at .30 cents per share, regardless of market price. The
shares will be issued subject to Rule 144 but registered on an upcoming SB2
registration statement, subject to a reasonable leakage agreement, once free
trading. Upon signing of this contract, a total of 120,000 shares will be
issued against the performance of this contract, subject to forfieture if the
contract is not completed. Upon termination of this Agreement, payments under
this paragraph shall cease; provided, however, that Attorney Barcus shall be
entitled to payments for periods or partial periods that occurred prior to the
date of termination and for which Attorney Barcus has not yet been paid.
4. NEW PROJECT APPROVAL. Attorney Barcus and AMSE recognize that Attorney
Barcus's Services will include working on various projects for AMSE. Attorney
Barcus shall obtain the approval of AMSE prior to the commencement of a new
project.
5. TERM/TERMINATION. This Agreement shall terminate automatically upon
completion by Attorney Barcus of the Services required by this Agreement.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that Attorney
Barcus is an independent contractor with respect to AMSE, and not an employee
of AMSE. AMSE will not provide fringe benefits, including health insurance
beneifts, paid vacation, or any other employee benefit, for the benefit of
Attorney Barcus.
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7. CONFIDENTIALITY. Attorney Barcus recognizes that AMSE has and will have
the following information:
- future plans
- business affairs
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of AMSE. Attorney Barcus agrees that
Attorney Barcus will not at any time or in any manner, either directly or
indirectly, use any Information for Attorney Barcus's own benefit, or divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of AMSE. Attorney Barcus will protect the
Information and treat it as strictly confidential. A violation of this
paragraph shall be a permitted under this Agreement.
8. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provision of this
Agreement shall remain in full force and effect after the termination of this
Agreement.
9. 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, addressed as follows:
Company:
America's Senior Financial Services, Inc
Nelson Locke
CEO
9501 NE 2nd Ave
Suite 3
Miami Shores, FL 33138
Consultant:
Gary Barcus, Esq.
Gary Barcus
Attorney 1689 SW 156th Avenue
Pembroke Pines, FL 33027
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.
10. 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 supersedes any prior written or oral
agreements between the parties.
11. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
12. 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 so limited.
13. 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.
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14. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Florida.
America's Senior Financial Services, Inc.
By: /s/ 6/27/00
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America's Senior Financial Services, Inc.
CEO
Gary Barcus, Esq.
By:
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Gary Barcus, Esq.
Attorney
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