Exhibit 10.1


 


INDEPENDENT
CONSULTANT AGREEMENT


 


This Agreement is made
and entered into this 3rd day of August, 2017, by and between Joseph C. Bencivenga ("Consultant"), an individual,
and MedAmerica Properties Inc., a Delaware corporation (the “Company”), with its principal place of business
at Boca Center, Tower 1, 5200 Town Center Circle, Suite 550, Boca Raton, Florida 33486.


 


RECITALS


 


WHEREAS, Consultant
desires to perform certain consulting services for the Company, and the Company desires to retain Consultant for such consulting
services, according to the terms set forth below;


 


NOW THEREFORE,
in consideration of the mutual promises and covenants contained herein, the parties, intending to be legally bound, agree as follows:


 


1.       Services.
Consultant agrees to provide professional consulting services to the Company, fulfilling the duties as President of the Company,
(the “Services”) as and when the Company reasonably requests such services from Consultant. The scope of the
Services can only be amended in a writing signed by the parties. The Company shall use reasonable efforts to support Consultant’s
performance of the Services.


 


2.       Independent
Contractor Relationship. Consultant will be an independent contractor and not an employee of the Company or any affiliate of
the Company. The Consultant will not be eligible for any employee benefits, nor will the Company make deductions from any payments
made to the Consultant for any taxes, all of which will be the Consultant’s responsibility. Consultant agrees, as an independent
contractor, that he is not entitled to unemployment benefits in the event this Agreement terminates, or workers’ compensation
benefits in the event that Consultant is injured in any manner while performing obligations under this Agreement. Consultant will
be solely responsible to pay any and all local, municipal, state, and/or federal income, social security, unemployment taxes for
Consultant and workers’ compensation coverage.


 


Consultant will have
no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the authorization
of the management committee of the Company.


 


3.       Consulting
Fees; Billing and Payment. The Company shall pay Consultant a consulting fee at a rate of $5,000 per month for the performance
of the Services. Consultant shall invoice the Company on a monthly basis with respect to expenses for the prior month. The Company
shall also reimburse Consultant for all of his actual, documented expenses which have been pre-approved in writing by the Company.
Undisputed monetary compensation shall be due net 30 days from the date of receipt by the Company of Consultant’s invoice.
In addition, the Company will pay to Consultant the sum of up to $15,000 per year for Consultant’s purchase of health related
benefits. Such sum shall be paid on a monthly basis.


 






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4.       Tax
Treatment. Consultant and the Company agree that the Company will treat Consultant as an independent contractor for purposes
of all tax laws (local, municipal, state and federal) and file any required forms consistent with that status.


 


5.       No
Employee Benefits. Consultant acknowledges and agrees that neither he nor anyone acting on his behalf shall receive any benefits
of any kind from the Company. Consultant (and Consultant's agents and subcontractors) are excluded from participating in any fringe
benefit plans or programs as a result of the performance of services under this Agreement, without regard to Consultant's independent
contractor status. In addition, Consultant (and Consultant's agents and contractors) waive any and all rights, if any, to participation
in any of the Company's fringe benefit plans or programs including, but not limited to, health, sickness, accident or dental coverage,
life insurance, disability benefits, severance, accidental death and dismemberment coverage, unemployment insurance coverage, workers’
compensation coverage, and pension or 401(k) benefits, if any, provided by the Company to its employees.


 


6.       Expenses
and Liabilities. Consultant shall comply at his own expense with all federal, state, municipal and local laws, including but
not limited to the maintenance in good standing of any and all business license fees required by law with respect to the performance
of consulting services. The Company reserves the right, on reasonable notice, to request proof of compliance with the requirements
of this paragraph.


 


7.       No
Present or Future Employment Promises. Consultant acknowledges and understands that the Company makes no promise of present
or future employment with it or any of its affiliates, or any promise regarding the renewal or extension of this Agreement, or
future agreements.


 


8.       Limitation
of Liability; Indemnification. Consultant shall indemnify and hold harmless the Company, its agents, members, managers and
employees, from and against any and all claims, losses, actions, damages, expenses and all other liabilities, including but not
limited to reasonable attorneys' fees, arising out of or resulting from the negligence or willful acts or omissions of the Consultant,
his agents or contractors; provided that Consultant’s obligations hereunder shall not exceed the aggregate amount of fees
received by Consultant hereunder.


 


9.       Severability.
In the event any provision of this Agreement shall be adjudged invalid or unenforceable, such adjudication shall not affect the
other provisions of this Agreement, which shall remain in full force and effect. In the event the Company is entitled to damages
for a breach of this Agreement or any other agreement between the Company and the undersigned, or with respect to any other matter
arising out of the engagement of the undersigned by the Company, the Company shall be entitled to offset such damages or claims
against amounts due and owing from the Company to Consultant.


 


10.     Conflicts
of Interest. Consultant represents and warrants to the Company as follows: (i) he has not entered into any contract or agreement,
or executed any document whatsoever, with any other person, firm, association, corporation or educational institution that will
in any manner prevent him from: (a) giving the Company the benefit of services contracted for under this Agreement; and (b) performing
any other provision of this Agreement; (ii) he will not enter into any such contract or agreement, or execute any such document,
which will create a conflict of interest or which will prevent him from freely performing any of the provisions of this Agreement;
and (iii) he will not knowingly incorporate confidential information of any person or entity not a party to this Agreement into
any materials furnished to the Company hereunder without prior written notice to and consent from the Company. Moreover, Consultant
will not circumvent or by-pass the Company, whether directly or indirectly, with respect to a transaction involving any of the
target companies that the Company is evaluating without the prior written consent of the Company.


 






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11.     Changes.
This Agreement shall not be changed, modified, supplemented or amended except by express written agreement signed by Consultant
and the Company.


 


12.     Term.
The beginning date of this Agreement will be effective as of August 8, 2017 and shall continue on a month to month basis. This
Agreement may be terminated at any time by either party upon thirty (30) days prior written notice.


 


13.     No
Waiver. The failure of either party to execute a right or to require performance by the other party of any part of this Agreement
shall not affect the full right to exercise such right or to require such performance at any time thereafter, nor shall the waiver
by either party of a breach of any provision of this Agreement constitute a waiver of any later breach of the same or any other
provision.


 


14.     Assignment.
This Agreement shall not be assignable by Consultant, but may be assigned by the Company to one of its affiliates or successors
in interest.


 


15.     Complete
Agreement. This Agreement is the complete and exclusive statement of the Agreement between the parties and supersedes any and
all prior or contemporaneous representations, communications and contractual agreements relating to the subject matter of this
Agreement, whether written or oral.


 


16.     Applicable
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without
regard to the conflict of laws provisions thereof.


 


17. The Company will
also provide Consultant with incentive compensation consisting of 3⁄4 of 1% of any new equity capital raised for the Company
and its subsidiaries with the direct assistance of consultant Such incentive compensation shall be paid to Consultant at the time
of closing of such equity transaction.


 


18. The company intends
to issue stock options of MedAmerica Inc. to Consultant at a price and in an amount to be determined at the sole discretion of
the Company.


 


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IN WITNESS WHEREOF,
the parties have executed this Agreement by their authorized representative as of the date and year first set forth above.


 





 


	 	 	MedAmerica PROPERTIES
    Inc.
	 	 	 
	/s/ Joseph C. Bencivenga               	 	By: /s/ Gary O. Marino               
	Joseph C. Bencivenga	 	Gary O. Marino, Chairman







 


By the signature above, Consultant acknowledges
and warrants that prior to signing, Consultant has read this Agreement in its entirety and was afforded the opportunity to have
the Agreement reviewed by legal counsel.


 











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