1
EXHIBIT 4(b)
Consulting Agreement with
Atlas, ▇▇▇▇▇▇▇▇, Trop & Borkson, P.A.
2
=================
ATLAS ▇▇▇▇▇▇▇▇
TROP & BORKSON
==========P.A.===
ATTORNEYS AT LAW
July 16, 1999
Peachtree FiberOptics, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTENTION: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Re: PEACHTREE FIBEROPTICS, INC. (THE "COMPANY")
Dear Sir/Madam:
We are pleased that you wish to engage our firm to perform legal
services for the Company. From our experience, we have found that clients
appreciate a ▇▇▇▇▇ and open discussion and understanding of the services that we
will perform and the basis upon which they will be expected to pay for these
services. This letter (the "Agreement") is intended to set forth our
understanding as to the nature and scope of the legal services we have agreed to
render for the Company, the amount of our fees for these services, the manner in
which our fees for these services shall be determined and the terms upon which
the Company will make payment of these fees.
The Company has engaged us to act as counsel with respect to Peachtree
FiberOptics, Inc. We will focus our efforts in preparing acquisition,
consolidation and joint venture agreements and commercial agreements relative to
the Company's operations and personnel, assistance in the preparation of
documentation for filing with the Securities and Exchange Commission, state and
other regulatory authorities, the preparation of documents relative to
communications with the stockholders of the Company and other regulatory and
compliance services. The Company has authorized us to perform all acts on its
behalf which are necessary and appropriate to this representation. The primary
attorney who will be responsible for the legal services to be rendered to the
Company is ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. In consideration for the services to be rendered
by the firm and ▇▇. ▇▇▇▇▇▇▇▇▇, both previously undertaken and to be undertaken,
for the remainder of the calendar quarter ending September 30, 1999, the
Company agrees to issue to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 50,000 shares of its common
stock. The Company also agrees to furnish us with a cost deposit of $500 which
will be held in trust and used to pay costs advanced on your behalf. The
services described
3
Peachtree FiberOptics, Inc.
July 16, 1999
Page 2
=================
ATLAS ▇▇▇▇▇▇▇▇
TROP & BORKSON
===========P.A.==
hereinabove, do not reflect any work to be undertaken in connection with any
future financings undertaken by the Company which require the preparation of
private placement documentation or registration statements to be filed with the
Securities and Exchange Commission and other regulatory authorities. Any
arrangements in this regard will be undertaken separate from this assignment and
will be subject to separate compensation arrangements to be mutually agreed upon
by the parties.
The Company agrees to reimburse us or to pay directly expenses incurred
in providing legal services for it. Such costs include mileage, filing fees,
long-distance telephone charges, photocopying, telecopying, travel expenses and
other related expenses incurred in this matter. In the event any costs or
advances are anticipated, we reserve the right to require an additional cost
deposit from the Company prior to undertaking the expenditure of funds on its
behalf.
If the foregoing is agreeable, please acknowledge your understanding
and agreement by countersigning this Agreement and returning it to us in the
enclosed envelope, together with the payment of the retainer set forth above,
and we shall then commence our representation.
We appreciate the confidence in our firm and we assure you that we
shall make every effort to perform our services in a prompt and efficient
manner.
Very truly yours,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
JMS/bb
Enclosures
AGREED TO:
PEACHTREE FIBEROPTICS, INC.
By:
------------------------------------
Name:
----------------------------------
Its:
-----------------------------------
DATE:
----------------------------------
