GILBERT GOLDSTEIN, P.C.
Attorney and Counselor at Law
3600 South Yosemite Street, Suite 870
Denver, Colorado 80237
Gilbert Goldstein FAX (303) 220-8272 (303) 220-8200
September 22, 1994
Spencer Browne, President
MDC HOLDINGS, INC.
3600 South Yosemite, #900
Denver, Colorado 80237
Dear Spencer:
The purpose of this letter is to confirm an understanding reached between us
concerning the retention of Gilbert Goldstein, P.C. (GG, P.C.) by MDC Holdings,
Inc. (MDC) as a professional consultant on legal matters as follows:
A) GG, P.C. agrees to make Gilbert Goldstein available to perform
legal consultation services for MDC on a day-to-day as-needed and
directed basis for not less than 30 hours per week commencing
October 1, 1994.
B) MDC agrees to compensate GG, P.C. as follows:
1) $168,000 per year payable in equal monthly installments of
$14,000 on the first day of each month commencing October 1,
1994.
2) $150.00 per hour for services performed in any month in
excess of 120 hours.
3) Provide mutually agreed-upon office space at the office
building owned by MDC known as 3600 South Yosemite Street,
Denver, Colorado.
4) Reimburse actual expenses incurred that are directly related
to the consulting.
5) provide full-time secretarial services of a mutually agreed-
upon secretary.
C) This Agreement shall be in full force and effect for a period of
three years commencing October 1, 1994, and shall be extended for
two additional
Mr. Spencer Browne
September 22, 1994
Page 2
years at the option of GG, P.C. , in which case GG, P.C. will be
compensated in the amount of $7,500 per month for providing
professional services for up to 15 hours per month.
D) GG, P.C. is an independent contractor and will not be an employee of
MDC for any purpose. In that regard, the method or performance
of services, the services rendered, and the exact time and hours GG,
P.C. is to perform services on any given day will be entirely in the
control and discretion of GG, P.C. MDC will rely on GG, P.C. to
perform the services as reasonably necessary to fulfill the spirit and
purpose of this Agreement. MDC is supplying office space and
secretarial services to GG, P.C. because it is economically more
efficient for it to do so since it has these available and because it
desires GG, P.C. to be located at 3600 South Yosemite for ease in the
consultation process. On the other hand, GG, P.C. has substantially
lowered the going rate for its services ($300.00 per hour) in order to
facilitate the Agreement.
E) GG, P.C. will continue to perform legal services for other persons and
entities so long as such services are not in conflict with the
consultations with MDC.
We have discussed the fact that Gilbert Goldstein is an "outside member of the
Board of Directors" of MDC. Each party desires that Gilbert Goldstein
continue in that capacity. The consulting Agreement will be performed in such
fashion as to not interfere or change that relationship. In the capacity of a
consultant to MDC, GG, P.C. may provide legal counsel and advice to the Audit
and Compensation Committees of the MDC Board of Directors. Those services will
be provided by Gilbert Goldstein in his capacity as a consultant to MDC, and not
in his capacity as a member of the MDC Board of Directors, and shall be included
in the calculation of hours spent providing consulting services pursuant to this
Agreement.
This entire Agreement has been approved by resolution of the Board of Directors
of MDC.
Mr. Spencer Browne
September 22, 1994
Page 3
If you have any question, please call me.
Yours truly,
GILBERT GOLDSTEIN, P.C.
By: /s/ Gilbert Goldstein
----------------------------
Gilbert Goldstein
Approved and agreed to this
____ day of ____________________, 1994.
MDC HOLDINGS, INC.
By: /s/ Spencer Browne
------------------------------
Spencer Browne, President