EXCLUSIVE AGENCY AGREEMENT
--------------------------
This Exclusive Agency Agreement (the "Agreement") is entered into by
and among Wilkerson Consulting, Inc. ("Agent"), a Nevada corporation, and
Ameri-First Financial Group, Inc. ("AFG"), a Delaware corporation.
RECITALS
--------
WHEREAS, AFG desires to retain Agent to act as its exclusive agent with
respect to the acquisitions of hotels and motels by AFG on a worldwide basis;
and
WHEREAS, Agent desires to be retained in such capacity.
NOW, THEREFORE, in consideration of the covenants, agreements, and
considerations set forth below, the parties agree as follows:
AGREEMENT
---------
1. Appointment as Exclusive Agent. By execution of this
Agreement, AFG hereby appoints Agent as its exclusive agent with respect to the
acquisitions of hotels and motels by AFG and/or its subsidiaries on a worldwide
basis.
2. Services Performed by Agent. Agent hereby represents that it
shall perform the following services:
a. Review and analyze any contracts submitted to Agent
by AFG that relate to the acquisition of hotels and
motels by AFG and/or any of its subsidiaries and give
AFG comments on such contracts determined to be
pertinent by Agent;
b. Review and analyze any books and records of hotels
and motels under consideration for purchase by AFG
(and/or any of its subsidiaries) submitted to Agent
by AFG and give AFG comments on such books and
records determined to be pertinent by Agent; and
c. Attempt to locate and present to AFG hotels and
motels that are suitable for acquisition by AFG.
2. Consideration to AFG. AFG shall have a right of first refusal
to purchase any hotel or motel to be sold by any entity that is owned by,
controlled by, or associated with Charles K. Wilkerson on the same terms and
conditions agreed to by a third party buyer. Additionally, AFG shall have a
right of first refusal to purchase any hotel or motel placed under contract by
Charles K. Wilkerson or any entity that is owned by, controlled by, or
EXCLUSIVE AGENCY AGREEMENT -- Page 1
- --------------------------
associated with Charles K. Wilkerson. AFG shall have five (5) days, after
receipt of a written notice (the "Notice") containing the terms of any proposed
(i) sale of a hotel or motel or (ii) purchase of a hotel or motel, to give Agent
written notice of its intent to purchase such hotel or motel on the terms
contained in the Notice. Time is of the essence with respect to this Section 2.
3. Compensation to Agent. For and in consideration of performing
the above-described services, Agent shall be paid a fee as follows:
a. 2.0% of the purchase price of any hotel or motel
purchased by AFG and/or its subsidiaries in cash or
its equivalent in United States Dollars; and
b. Common stock of AFG (restricted pursuant to Rule 144
of the General Rules of the Securities and Exchange
Commission, as promulgated under the Securities Act
of 1933, as amended) in an amount equal to 2.0% of
the purchase price of any hotel or motel purchased by
AFG and/or its subsidiaries, based on the published
"Bid" price of such common stock.
The above described fee shall be paid to Agent by AFG at the closing of the
purchase of any hotel or motel by AFG during the term of this Agreement.
4. Term. This Agreement shall terminate on the earlier of (i) the
expiration of five (5) year(s), (ii) the death of Charles K. Wilkerson, or (iii)
the voluntary termination of this Agreement by Agent. In the event that Agent
should terminate this Agreement, he shall give AFG thirty (30) days' advance
written notice.
5. Notices. All notices to the parties hereto shall be at the
following addresses:
If to Agent: Wilkerson Consulting, Inc.
3873 F.M. 2728
Kaufman, Texas 75142
Attn: Charles K. Wilkerson
If to AFG: Ameri-First Financial Group, Inc.
4514 Cole Avenue
Suite 600
Dallas, Texas 75205
Attn: Jeffrey C. Bruteyn
EXCLUSIVE AGENCY AGREEMENT -- Page 2
- --------------------------
All notices to any party shall be in writing and delivered to such party or
deposited in the United States Mail in an envelope, registered or certified
mail, with postage prepaid, addressed to such party as set forth above or at
such other address as such party shall have previously designated in the manner
set forth herein. All notices shall be deemed given when delivered, or, if
mailed, on the third business day after the mailing.
6. Governing Law; Venue. This Agreement shall be governed by and
construed in accordance with the general laws of the United States of America.
VENUE FOR ANY CAUSE OF ACTION RELATED TO THIS AGREEMENT SHALL BE EXCLUSIVELY
DALLAS COUNTY, TEXAS.
7. Multiple Counterparts. This Agreement has been executed in
multiple counterparts, each copy of which is deemed to be an original and
constitute collectively one agreement.
8. Parties Bound. This Agreement and the terms and provisions
hereof shall inure to the benefit of and be binding on the parties hereto and
their respective heirs, executors, legal representatives, successors in
interest, and assigns.
9. Entire Agreement. This Agreement contains the entire agreement
by and among the parties, and no promise, representation, warranty, or covenant
not included in this Agreement or any such referenced agreement has been or is
relied upon by the parties.
EXECUTED to be effective as of the 9th day of June, 2000.
WILKERSON CONSULTING, INC.,
a Nevada corporation,
By: /s/ Charles K. Wilkerson
--------------------------------
Charles K. Wilkerson, President
EXCLUSIVE AGENCY AGREEMENT -- Page 3
- --------------------------
AMERI-FIRST FINANCIAL GROUP, INC.,
a Delaware corporation
By: /s/ Jeffrey C. Bruteyn
--------------------------------
Jeffrey C. Bruteyn,
Chief Executive Officer
ACCEPTED AND AGREED:
- -------------------
/s/ Charles K. Wilkerson
- ------------------------------
CHARLES K. WILKERSON
Dated:
------------------------
EXCLUSIVE AGENCY AGREEMENT -- Page 4
- --------------------------