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EXHIBIT 10 C
FEE AGREEMENT WITH XXXXXXX X. XXXX
FEE AGREEMENT
This Fee Agreement is between Client and Lawyer as follows:
Client:
Name: Scientific NRG, Inc., a Minnesota corporation
Address 0000 Xxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Telephone (000) 000-0000
Facsimile (000) 000-0000
Lawyer:
Xxxxxxx 0. Weed Xxxxxx & Weed Special Project Counsel
000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxx xxx Xxx, Xxxxxxxxxx 00000-0000
Telephone (000) 000-0000 Facsimile (000) 000-0000
Lawyer has agreed to provide services to Client with respect to the following
matters. With respect to the two private companies Client has already approached
about financing or a business combination, Lawyer will perform professional
services related to documenting the transaction. This would include preparation
and/or review of the agreements between the parties, reviewing and updating the
corporate minutes, attending meetings between the parties, and preparation of
the due diligence materials. Client agrees to pay Lawyer $140 per hour for these
services. Out of pocket expenses will be paid by Client at cost.
Further, Lawyer will approach additional companies or individuals in similar
lines of business about a possible business combination, equity infusion, or
loan. Lawyer will perform professional services related to documenting the
transaction as mentioned above. Client agrees to pay Lawyer $140 per hour plus a
success fee of 5% of the transaction. Out of pocket expenses will be paid by
Client at cost.
Lawyer may perform additional services for Client from time to time at Client's
request. Client agrees to pay Lawyer $140 per hour for these services. Out of
pocket expenses will be paid by Client at cost.
Lawyer agrees that Client, in its discretion, may elect to compensate Lawyer in
common stock of Scientific NRG, Inc., a Minnesota corporation instead of cash.
Lawyer agrees with Client that during the relationship the price per share of
common stock of Scientific NRG, Inc. shall be $0.04 per share or the then
current bid price quoted by a market maker in Scientific NRG's shares. Client
agrees to cooperate in filing a registration statement on Form S-8, if
available, covering Lawyer's shares after a trading market for the shares
develops. In the meantime, Lawyer agrees to accept restricted shares instead of
cash for Lawyer's fee.
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At all times, the fees will be based upon the reasonable value of Lawyer's
services as determined in accordance with the American Bar Association Model
Code of Professional Responsibility and the California State Code of
Professional Responsibility.
Each month, Lawyer will send Client a statement that will include a summary
statement of the kinds of services rendered during the relevant period. Lawyer
will maintain back-up documentation for all expenses. Client agrees to pay
Lawyer's invoices within 10 days of receipt.
Involvement of Client
Client expects to be kept closely involved with the progress of Lawyer's
services in this matter. Lawyer will keep Client apprised of all material
developments in this matter, and, in the case of litigation or administrative
proceedings, will provide sufficient notice to enable a representative to attend
meetings, conferences, hearings and other proceedings. A copy of all
correspondence in the course of Lawyer's services will be forwarded to Client.
There may be times when Lawyer will need to obtain information from Client. All
requests for access to documents, employees, or other information shall be
granted without unreasonable delay.
Termination
Client shall have the right to terminate Lawyer's engagement by written notice
at any time. Lawyer has the same right to terminate this engagement, subject to
an obligation to give Client reasonable notice to permit it to obtain
alternative representation or services and subject to applicable ethical
provisions. Lawyer will be expected to provide reasonable assistance in
effecting a transfer of responsibilities to the new attorney.
Dated: May 29, 1996
Client
Scientific NRG, Inc.
/s/ Xxxxxxx X. Xxxxxx
-------------------------------
By: Xxxxxxx X. Xxxxxx
Its: Chairman and Chief Executive Officer
Lawyer
/s/ Xxxxxxx 0. Weed
-------------------------------
Xxxxxxx 0. Weed
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XXXXXX & WEED
Special Project Counsel
0000 XXXXXXXXX XXXXX, XXXXX 000, XXXXXXX XXXXX, XXXXXXXXXX 00000
TELEPHONE (000) 000-0000 FACSIMILE (000) 000-0000
EMAIL: XXXXXXXXXXXXXXXXXXXXX@XXX.XXX
WRITER'S DIRECT NUMBER
(000) 000-0000
July 6, 1998
Xx. Xxxxxxxx X. Xxxxx
President
Scientific NRG, Incorporated
0000 Xxxxxxx Xxx
Xxxxxxxx, XX 00000
RE: Fees for Professional Services
Dear Xxxxxxxx:
Please let this letter formalize our agreement as to the outstanding
balance of $10,274 that is due and owing as of June 30, 1998 for professional
services and the estimated fee of $40,000 for professional services to be
rendered through June 30, 1999.
At your suggestion, I have agreed to accept 102,740 shares of common
stock of Scientific NRG, Inc. as full payment for the current balance. Further,
I have agreed to perform an additional $40,000 worth of professional services on
behalf of the company in exchange for 400,000 shares of common stock of
Scientific NRG, Inc. The Company has agreed to promptly register the foregoing
shares with the SEC on Form S-8.
If the foregoing accurately reflects our understanding, please indicate
by your signature below and return by fax a copy of this letter. Thank you.
Very truly yours,
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Approved and Agreed to
Scientific NRG, Inc.
/s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
President
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