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C & J FINANCIAL, LLC
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into
effective
as of this 16th day of July, 2007, by and between C & J
FINANCIAL, LLC ("C & J
Financial"), a limited liability company organized under the
laws of the State
of Alabama, and HENRY CULP, JR. ("Consultant"), a resident of
the State of
Alabama.
WITNESSETH:
WHEREAS, pursuant to a Unit Purchase Agreement (the "Purchase
Agreement"),
Security National Financial Corporation; a Utah corporation
("Security
National") is purchasing all of the issued and outstanding units
of C & J
Financial, of which Consultant is the Manager and a unitholder
of C & J
Financial. This Agreement is being executed as of the Closing
Date of said
Purchase Agreement (the "Closing Date");
WHEREAS, the principal business of C & J Financial is to
operate a
factoring business with the primary purpose of providing
financing for funeral
homes and mortuaries located throughout the United States;
and
WHEREAS, Security National desires to obtain the assistance of
Consultant
in effecting an orderly transition in the ownership and
operation of C & J
Financial's business, and Consultant desires to give such
assistance upon the
terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
promises
contained herein, the parties hereto agree as follows:
TERMS OF AGREEMENT
Section 1 - Consultation Services
1.1 For a period of one (1) year (the "Term") commencing on the
date of
this Agreement, Consultant agrees to make himself available from
time to time as
requested by C & J Financial to advise and consult with C
& J Financial
concerning any and all aspects of its business operations.
Consultant agrees to
make himself available at reasonable times and as reasonably
necessary to
provide consulting services for up to a half (50%) of his time
during the
business days throughout the Term of this Agreement.
Section 2 - Consulting Fee and Expenses
2.1 In consideration of Consultant providing consulting services
hereunder,
C & J Financial agrees to pay Consultant a consultant fee
(the "Consultant Fee")
in the amount of $50.00 per hour for said consulting services:
2.2 C & J
Financial further agrees to promptly reimburse Consultant for
all reasonable
out-of-pocket business expenses incurred in providing consulting
services
hereunder, in accordance with C & J Financial's policies
with respect thereto in
effect from time to time (including without limitation policies
regarding prior
consent for significant expenditures), provided that Consultant
promptly
furnishes to C & J Financial adequate records and other
documentary evidence
required by all federal and state statutes and regulations
issued by the
appropriate taxing authorities for the substantiation of each
such business
expense as a deduction on the federal and state income tax
returns of C & J
Financial.
Section 3 - Covenant Not to Compete
3.1 Consultant hereby covenants and agrees that during the Term
of this
Agreement and for a period of four (4) additional years
thereafter, he will not,
except as a consultant of C & J Financial, directly or
indirectly own, manage,
operate, join, control, or participate in the ownership,
management, operation
or control of, or be connected with (as director, officer,
employee, agent,
independent contractor of otherwise) in any other manner with
any business which
is the same or substantially similar in nature to the business
engaged in by C &
J Financial, which is the operation of a factoring business with
the principal
purposes of providing financing for funeral homes and mortuaries
in the State of
Alabama, and each of the other states in the United States in
which C & J
Financial is now engaged or becomes engaged during the Term of
this Agreement
(whether directly or indirectly through subsidiaries,
affiliates, franchisees,
licensees, representatives, agents or otherwise) during the Term
of this
Agreement and for a period of four (4) years thereafter.
3.2 Consultant shall not, directly or indirectly, employ,
solicit for
employment, or advise or recommend to any other person that they
employ or
solicit for employment, any employee of C & J Financial,
during the Term of this
Agreement and for a period of four (4) additional years
thereafter; provided
however, that this Section shall not preclude Consultant from
giving an
employment reference at the request of any employee of C & J
Financial or at the
request of a prospective employer of such employee.
3.3 Consultant shall not, during the Term of this Agreement,
engage in any
employment, occupation, consulting or other business activity
directly related
to the business in which C & J Financial is now involved or
becomes involved
during the Term of this Agreement, nor will Consultant engage in
any other
activities that conflict with Consultant's obligations to C
& J Financial.
3.4 Consultant understands and acknowledges that C & J
Financial is
entering into this Agreement in reliance upon the unique and
essential nature of
the personal services that Consultant is to perform as a
consultant of C & J
Financial and that irreparable injury would befall or its
subsidiaries should
Consultant serve a competitor of, or compete with C & J
Financial.
3.5 Consultant covenants and agrees that C & J Financial's
remedy at law
for any breach or violation of the provisions of Sections 3 and
4 of this
Agreement are inadequate and that, in the event of any such
breach or violation,
C & J Financial shall be entitled to injunctive relief in
addition to any other
remedy, at law or in equity, to which it may be entitled.
3.6 Consultant specifically acknowledges and agrees that the
limitation
during the Term of this Agreement and for four (4) additional
years thereafter
upon Consultant's activities as specified above, together with
the geographical
limitations set forth above, are reasonable limitations as to
time and place
upon Consultant's activities and that the restrictions are
necessary to
preserve, promote and protect the business, accounts and
good-will of C &a
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