ex10-4.htm


    Exhibit 10.4

    


    Independent
Management Agreement

    


    This
Management Agreement (the "Agreement") is entered Into this 2nd day of January
2008, by and between TEAM Nation Holding Corporation ("TEAM") located at 8707
Research Drive, Irvine, CA 92618 and Callfornla Counties Title Company (the
"Company"), located at: 8707 Research Drive, Irvine CA 92618.

    


     In
consideration of the mutual promised made herein, as follows:

    


    Term of
Agreement

    


    This
Agreement will become effective on the 2nd day of January 2000, and will
continue for five (5) years from the date hereof unless othenivise
terminated.

    


    Services Rendered by
TEAM

    


    TEAM will
be engaged, on behalf of the Company, to actively manage title operations,
escrow operations, HR and accounting services and sales and marketing efforts
for the Company.

    


    Compensation

    


    In
consideration for the above identified management services, the Company agrees
to pay TEAM the sum equal to $100,000 a month, plus a quarterly bonus determined
and approved by the Company's board of directors. Bonuses can be paid by the
15th of the month after the conclusion of each quarter of a calendar year, or as
otherwise determined by the Company's board of directors. Additionally, TEAM may
choose to defer earned bonuses to a time mutually agreed upon by both
parties.

    


    Tools and
Instruments

    


    TEAM will
supply all tools, equipment, and supplies required to perform the services under
this Agreement.

    


    Assignment

    


    Neither
this Agreement nor any duties or obligations under this Agreement may be
assigned by TEAM or Company without the prior written consent of TEAM and
Company.

    


    Termination of
Agreement

    


    Notwithstanding
any other provisions of this Agreement, either party hereto may terminate this
Agreement at any time by giving five (5) days written notice to the other
party.

    


    Notices

    


    Any
notices to be given hereunder by either party to the other may be affected
either by personal delivery or by mail, registered or certified, postage prepaid
with return receipt requested. Mailed notices shall be addressed to the parties
at the addresses appearing in the introductory paragraph of this Agreement, but
each party may change that address by written notice in accordance with this
paragraph. Notices delivered personally shall be deemed communicated as of the
date of actual receipt; mailed notices shall be deemed communicated as of three
(3) days after the date of mailing.

    


    Entire
Agreement

    


    This
Agreement supersedes any and all other agreements, either oral or in writing,
between the parties hereto with respect to the performance of services by
Contractor for Company, and contains all of the covenants and agreements between
the parties with respect to the rendering of such services in any manner
whatsoever. Each party to this Agreement acknowledges that no representations,
inducements, promised, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein,
and that no other agreement, statement, or promise not contained in this
Agreement shall be valid or binding. Any modification of this Agreement will be
effective only if it is in writing signed by the party to be
charged.

    


    Partial
invalidity

    


    If any
provision of this Agreement is held by a court of competentjurisdiction to be
invalid, void, or unenforceable, the remaining provisions shall nevertheless
continue in full force without belng impaired or invalidated in any
way.

    


    Governing
Law

    


    This
Agreement shall be governed by and construed ln accordance with the laws of the
State of California.

    


    TEAM, by
/s/ Janis
Okerlind                    
      Date: 1/2/2008

                     Janis
Okerlind, EVP

    


    Company,
by /s/ Dennis R.
Duffy                
  Date: 1/2/2008

                          Dennis
R. Duffy, President