Consulting Agreement (2002)Full Document 

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                              CONSULTING AGREEMENT
                              --------------------

         CONSULTING AGREEMENT, dated as of December 21, 2001, by and between
DirectPlacement, Inc., a Delaware corporation (the "Company"), having an address
at 3655 Nobel Drive, Suite 540, San Diego, California 92122, and RAYMOND A.
HILL, III, an individual residing at 905 Shadow Ridge Road, Franklin Lakes, NJ
04718 (the "Consultant").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Company desires to retain the services of the Consultant
upon the terms and conditions hereinafter set forth; and

         WHEREAS, the Consultant desires to be retained by the Company upon the
terms and conditions hereinafter set forth.

         NOW, THEREFORE, the parties mutually agree as follows:

         Section 1.   Retention; Services. The Company hereby retains Consultant
and the Consultant hereby accepts such engagement, as the Consultant to the
Company, subject to the terms and conditions set forth in this Agreement.

         Section 2.   Duties; Services; Best Efforts. The Consultant shall
advise, consult and perform consulting services for the Company as are
commensurate with the services provided by the Consultant to the Company's
wholly owned subsidiary, PCS Securities, Inc. ("PCS"), prior to the date hereof,
including, without limitation, advising the Company on appropriate efforts on
behalf of existing clients and accounts, on methods of attracting additional
clients and accounts and planning for changes in the Company's marketplace, as

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well as such other services for the Company as agreed upon by the parties. The
Consultant shall be allowed to perform the consulting activities at the location
of the Consultant and shall not be required to perform such services at the
Company's principal office. The Consultant agrees to devote his best efforts,
energies and skill to the discharge of the duties and responsibilities
attributable to his engagement as Consultant, and to this end, he will devote a
sufficient amount of his business time that is necessary and appropriate to
perform the projects and tasks consistent with the terms of this Agreement. The
Consultant shall be free to perform services for other parties. So long as the
Consultant does not breach the terms of this Agreement, the Consultant shall
have the right to choose his own working hours and shall be responsible for
scheduling the order of the tasks and responsibilities assigned to him. The
Consultant may donate his time and efforts to charitable causes so long as such
endeavors do not effect his ability to perform his duties under this Agreement.

         Section 3.   Term of Agreement. Unless extended in writing by both the
Company and the Consultant, the term of the Consultant's engagement shall be for
a period of five (5) years commencing on January 1, 2002 and terminating on
December 31, 2006, subject to earlier termination by the parties pursuant to
Sections 6 and 7 hereof (the "Term").

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         Section 4.   Consulting Fees; Escrowed Funds
                      -------------------------------

               4.1    Fees. (a) The Company shall pay to Consultant an annual
base fee of $1,150,000 through December 31, 2002, payable monthly (as set forth
in paragraph (b) below) and subject to increases in accordance with the terms of
the next sentence of this Section 4.1(a) (the "Base Fee"). Commencing on January
1, 2003 and on each anniversary thereafter, the Base Fee shall be increased, as
follows:

               Engagement Year                    Base Fee
               ---------------                    --------
                   2003                           $1,323,000
                   2004                           $1,521,000
                   2005                           $1,749,000
                   2006                           $2,011,000

               (b)    Commencing on the date hereof, the Company shall direct
and cause the PCS Clearing Agent (as hereinafter defined) to hold back an amount
equal to the Weekly Fee Requirement (as hereinafter defined) from the weekly
payments made by the PCS Clearing Agent to the Company (or PCS, as the case may

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