EXHIBIT 10.4 FEE AGREEMENT WITH XXXXXX X. XXXXX LAW CORP.
XXXXXX X. XXXXX LAW CORP.
000 XXXX XXXXXXXX XXXXXX, XXXXX 000, XXXXXXXXX, XX X0X 0X0
TELEPHONE (000) 000-0000 FACSIMILE (000) 000-0000
[o DATE]
Xx. Xxxxxxx XxXxxxx
Chief Financial Officer
MIV Therapeautics, Inc.
0-0000 Xxx Xxxxxx
Xxxxxxxxx, X.X. V6P 6T3
Telephone: (000) 000-0000
RE: Special Projects
Dear Xx. XxXxxxx:
The purpose of this letter is to set forth the terms and conditions that will
govern our professional relationship.
This agreement for professional services is between MIV Therapeutics, Inc. a
Nevada corporation, and all its subsidiaries, ("Client") and Xxxxxx X. Xxxxx Law
Corp. ("Xxxxx") whose address is 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx,
XX, X0X 0X0.
Xxxxx agrees to provide professional services to Client with respect to certain
capital formation, business strategy and legal affairs referred to Xxxxx by
Client from time to time. This agreement is made to document the conditions and
guidelines that will govern the relationship between the parties. The initial
special project involves the following matter:
ADVISE AND ASSIST THE CLIENT REGARDING THE PREPARATION AND FILING OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB AND A REGISTRATION STATEMENT ON FORM S-8.
To protect both of the parties and to comply with professional obligations, we
have already discussed with each other and resolved any potential conflicts of
interest with present or former clients. The services that Xxxxx will provide
shall be in accordance with the following terms and conditions.
PROFESSIONAL FEES
Fees will be based upon the reasonable value of Xxxxx'x services as determined
in accordance with the American Bar Association Model Code of Professional
Responsibility and the California & British Columbia Rules of Professional
Conduct. Fees will be based on the rates charged by Xxxxx.
Xxxxx'x rate is C$250 per hour. It is anticipated that Client and Xxxxx will
agree on a fixed fee for special projects from time to time. The fixed fee
arrangements for special projects will be agreed to in writing. Client has
agreed to a fixed fee of C$10,000 for the preparation and filing of the Form
10-KSB and of C$6,500 for the preparation and filing of the Form S-8
registration statement.
Client further understands that during the course of Xxxxx'x engagement, it may
be necessary or advisable to delegate various portions of this matter to others.
COSTS AND EXPENSES
Client understands that in the course of representation, it may be necessary for
Xxxxx to incur certain costs or expenses. Client will reimburse Xxxxx for
certain costs or expenses actually incurred and reasonably necessary for
completing the assigned matter, as long as the charges for costs and expenses
are competitive with other sources of the same products or services and approved
by Client in advance. More particularly, Client will reimburse Xxxxx in
accordance with the following guidelines:
1. COMPUTER-RELATED EXPENSES - Client will reimburse Xxxxx for computerized
research and research services. However, any charges over $500 per month will
require approval. Client also encourages Xxxxx to utilize computer services that
will enable Xxxxx to more efficiently manage the projects.
2. TRAVEL - Client will reimburse Xxxxx for expenses in connection with out of
town travel. However, Client will only reimburse for economy class travel and,
where necessary, for the reasonable cost of a rental car. All related travel
expenses, i.e., lodging and meals, must be reasonable under the circumstances.
3. FILING FEES & COURT COSTS - Client will reimburse Xxxxx for expenses incurred
in connection with filing fees and court costs, if any, but will not be
responsible for sanctions or penalties imposed due to the conduct of Xxxxx.
BILLING
All bills will include a summary statement of the kinds of services rendered
during the relevant period. Client expects that Xxxxx will maintain back-up
documentation for all expenses. Client expects to be billed monthly or at the
conclusion of each project and expects to pay Xxxxx'x invoices as described
below.
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PAYMENT
Client shall pay Xxxxx'x out of pocket costs promptly. As payment for
professional services, Client agrees to pay in cash or as follows.
As payment for services, Client has proposed and Xxxxx has agreed that Client
place a block of 150,000 shares of free trading stock in Xxxxx'x name with a
nationally known securities broker-dealer. At least once a month, Xxxxx will
send Client a statement for fees and costs, with written notice to the brokerage
firm of the dollar amount of such statement. Unless objection is made to the
bill, sufficient Client stock, net of commission, shall then be liquidated
forthwith at the prevailing market rate to satisfy such statement. Xxxxx has not
been engaged to perform, nor xxxx Xxxxx agree to perform any services in
connection with a capital raising transaction in exchange for shares registered
on Form S-8. The rules and regulations of the United States Securities and
Exchange Commission do not allow the use of a Form S-8 registration statement
under such circumstances. Any fees for services that are in connection with a
capital raising transaction shall be paid in cash or registered on another form
of registration statement.
In the course of Xxxxx'x representation of the Company, if all the stock is
liquidated, a new block of stock sufficient to cover projected fees and costs,
in an amount contemporaneously agreed to by the parties, will again be placed
with the brokerage firm, under the terms and conditions outlined above. At the
conclusion of Xxxxx'x representation of Client and the payment of all final fees
and costs, any unused stock shall forthwith be returned to Client.
Client has agreed to promptly register such blocks of stock pursuant to Form S-8
or other applicable registration statement at its own expense and deliver such
stock to the Xxxxx or brokerage firm upon the filing and effectiveness of the
registration statement.
INVOLVEMENT OF CLIENT
Client expects to be kept closely involved with the progress of Xxxxx'x services
in this matter. Xxxxx will keep Client apprised of all material developments in
this matter, and will provide sufficient notice to enable a representative to
attend meetings, conferences, and other proceedings.
There may be times when Xxxxx 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 Xxxxx'x engagement by written notice at
any time. Xxxxx 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. Xxxxx
will be expected to provide reasonable assistance in effecting a transfer of
responsibilities to the new service provider.
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If the foregoing accurately reflects your agreement with Xxxxxx X. Xxxxx
regarding professional services, please sign and return a duplicate copy of this
letter. Thank you in advance for your prompt attention to this matter. We will
also need a copy of the articles of incorporation with any amendments, bylaws,
and corporate minutes during the last 12 months.
Very truly yours,
For Xxxxxx X. Xxxxx Law Corp.
/S/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
Approved and Agreed:
MIV Therapeutics, Inc.
/S/ Xxxxxxx XxXxxxx
-------------------
Name: Xxxxxxx XxXxxxx
Title: Chief Financial Officer
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