Exhibit 10.1-Agreement for Legal Services
January 4, 2000
Moyco Technologies, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxxxxxxxxxxx XX 00000
Attention: Xxxxxx Xxxxxxxxx, Esq.
Re: Alternative Fee Agreement Dentsply International, Inc. v. Moyco
Technologies, Inc. (the "Dentsply Case")
Gentlemen:
Pursuant to our telephone conversation, this letter will set forth the
agreement between McAfee & Xxxx A Professional Corporation ("McAfee & Xxxx") and
Moyco Technologies, Inc. ("Moyco") with respect to satisfaction of our
outstanding account balance with McAfee & Xxxx as of March 31, 1999.
We have agreed that our outstanding account balance with McAfee & Xxxx
as of March 31, 1999 is $407,192.37. We have also agreed that this account
balance will be satisfied as follows:
1. Since March 31, 1999, Moyco has paid McAfee & Xxxx $150,000 toward
the March 31, 1999 account balance.
2. The remaining accrued fees of $257,192.37 will be paid by the
transfer to McAfee & Xxxx from Xxxxxx X. Xxxxxxxxx of 181,500 shares of Moyco
common stock (the "Moyco Shares"). These shares will be transferred as soon as
possible to McAfee & Xxxx. As promptly as practicable thereafter, Moyco shall
register of the Moyco Shares pursuant to an S-3 Registration with the Securities
and Exchange Commission. Moyco agrees to make every reasonable effort to
complete and file the S-3 registration as soon as possible. Xxxxxx X. Xxxxxxxxx
agrees to transfer the Moyco Shares to McAfee & Xxxx by January 18, 2000.
Barring unanticipated issues, Moyco fully expects and intends to file its Form
S-3 Registration Statement on or about February 4, 2000 and to have it become
effective as promptly as practicable thereafter consistent with the rules and
practices of the Securities and Exchange Commission.
3. McAfee & Xxxx agrees that the Moyco Shares may be liquidated at a
rate of no greater than 25,000 shares per month, and at a rate no greater than
1,650 shares per day, unless McAfee & Xxxx and Moyco agree otherwise. McAfee &
Xxxx also agrees not to sell any of the Moyco Shares at a price below $1.12 per
share without Our prior written approval. The foregoing notwithstanding, McAfee
& Xxxx may sell all or a portion of the Moyco Shares directly to a third party
pursuant to a private placement with Our prior approval, without being subject
to the restrictions set forth in the preceding sentences.
4. In the event Moyco or its shareholders receive an offer to purchase
(by merger or otherwise) 30% or more of the stock of Moyco, Moyco agrees that
such sale will not be consummated without providing McAfee & Xxxx the option of
selling all of the Moyco Shares to the offeror.
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5. Moyco agrees that no options, warrants or other securities will be
issued by Moyco which would have the effect of diluting the percentage ownership
of McAfee & Xxxx in Moyco; provided, that nothing herein shall prohibit Moyco
from issuing its common stock or other securities in an acquisition transaction
approved by its Board of Directors as being in the best interests of Moyco and
its shareholders, so long as McAfee & Taft's percentage ownership is diluted
proportionately to that of all other shareholders as a result of such
transaction.
If this letter agreement accurately sets forth our understanding,
please sign and date the enclosed copy of this letter where indicated and return
to me at your convenience.
MCAFEE & XXXX A PROFESSIONAL CORPORATION
By: ____________________________________
Xxxx X. Xxxxxx, Managing Director
ACCEPTED AND AGREED TO
MOYCO TECHNOLOGIES, INC.
By ___________________________________
Xxxxxx Xxxxxxxxx
Vice President and General Counsel
Date: January 4, 2000
ACCEPTED AND AGREED TO
By ____________________________________
Xxxxxx X. Xxxxxxxxx
Date: January 4, 2000
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