1. It is hereby agreed by and between PHOENIX INVESTMENT PARTNERS, LTD. (herein
Philip R. McLoughlin (hereinafter "Consultant") that the Consultant shall perform the consul
hereinafter set forth (the "Project") under the following terms and conditions.
2. This Agreement shall take effect upon execution hereof by the Parties and s
effect until December 31, 2004, at which time this Agreement shall automatically terminate u
written notice by PXP, or terminated sooner as provided in Paragraph 10.
3. Consultant shall have the status of an independent contractor and shall not
PXP for the work done hereunder. Consultant acknowledges he is customarily engaged in an ind
established trade, occupation, profession or business of the same nature as that involved in
performed. PXP shall have no right to direct or control the means, method or manner of perfo
concern is with the results of the work. Similarly, PXP will not control the number of hours
to the Project.
4. Consultant shall be entitled to no employee benefits from PXP. Consultant sh
for payment of all taxes, including but not limited to income and sales taxes and Social Sec
contributions, for the fees payable hereunder.
5. All records, information, proprietary programs, specifications, techniques a
created directly or indirectly by reason of the Project shall be the sole property of PXP. C
have no right or authority to sell, give or disclose any such information, records, propriet
specifications, techniques and documentation, or any portion thereof to any other person or
records, information, proprietary programs, specifications, techniques and documentation, ar
clause whether stored on paper, magnetic tape, disk or other electronic storage device.
6. All records, informati