EXHIBIT 10.B.
FEE AGREEMENT WITH XXXXXX & WEED
This agreement is between The Hartcourt Companies Inc. ("Client") whose
address is 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 and Xxxxxxx X.
Xxxx of the firm Xxxxxx & Weed whose address is 0000 XxxXxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000.
Xxxxxxx X. Xxxx verbally agreed to provide legal services to Client
with respect to certain legal matters or special projects referred to Xxxxxxx X.
Xxxx by Client from time to time. This agreement is made to document the
conditions and guidelines that will govern the relationship between the parties.
Client has requested Xxxxxxx X. Xxxx'x assistance with (1) the closing under
that certain Share Purchase Agreement concerning the proposed business
transaction to fund, own and operate a Chinese Joint Venture to provide Internet
services via PRC's public telecommunication network to 20 cities in China; (2)
preparation of a legal opinion for inclusion in a form S-8 registration
statement; and (3) any other matters agreed to and confirmed by Xxxxxxx X. Xxxx
in writing.
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
which Xxxxxxx X. Xxxx will provide shall be in accordance with the following
terms and conditions:
Professional Fees
Fees will be based upon the reasonable value of Xxxxxxx X. Xxxx'x
services as determined in accordance with the American Bar Association Model
Code of Professional Responsibility and the California & Texas Rules of
Professional Conduct. Fees will be based on the rates charged by Xxxxxxx X.
Xxxx.
Xxxxxxx X. Xxxx'x rate is $200 per hour. It is anticipated that Client
and Xxxxxxx X. Xxxx 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 from time to time.
Client understands Xxxxxxx X. Xxxx'x billing rate may be reasonably
adjusted from time to time, but not more frequently than annually. Notice of any
such adjustments will be given within a reasonable time. Client further
understands that during the course of Xxxxxxx X. Xxxx'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 Xxxxxxx X. Xxxx to incur certain costs or expenses. Client will
reimburse Xxxxxxx X. Xxxx 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. More particularly, Client will reimburse Xxxxxxx X. Xxxx in
accordance with the following guidelines:
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1. Computer-Related Expenses - Client will reimburse Xxxxxxx X. Xxxx
for computerized research and research services. However, any charges over $500
per month will require approval. Client also encourages Xxxxxxx X. Xxxx to
utilize computer services which will enable Xxxxxxx X. Xxxx to more efficiently
manage the projects.
2. Travel - Client will reimburse Xxxxxxx X. Xxxx 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 Xxxxxxx X. Xxxx
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 Xxxxxxx X. Xxxx.
Billing
All bills will include a summary statement of the kinds of services
rendered during the relevant period. Client expects that Xxxxxxx X. Xxxx 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 Xxxxxxx X.
Xxxx'x invoices as described below.
Payment
As payment for services and costs, Client agrees to pay all invoices
for services rendered within 15 days of receipt.
Involvement of Client
Client expects to be kept closely involved with the progress of Xxxxxxx
X. Xxxx'x services in this matter. Xxxxxxx X. Xxxx will keep Client apprized 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 Xxxxxxx X. Xxxx'x services will be
forwarded to Client.
There may be times when Xxxxxxx X. Xxxx will need to obtain information
from Client. All requests for access to documents, employees, or other
information shall be granted without unreasonable delay. At the conclusion of
this matter, all documents obtained shall be returned upon request.
Termination
Client shall have the right to terminate Xxxxxxx X. Xxxx'x engagement
by written notice at any time. Xxxxxxx X. Xxxx 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. Xxxxxxx X. Xxxx will be expected to provide
reasonable assistance in effecting a transfer of responsibilities to the new
firm.
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Disputes
The laws of the state of California shall govern the interpretation of
this agreement, including all rules or codes of ethics which apply to the
provision of services. All disputes between us arising out of this engagement
which cannot be settled, shall be resolved through binding arbitration in Orange
County, California in accordance with the rules for resolution of commercial
disputes, then in effect, of the American Arbitration Association, and judgment
upon the award may be entered in any Court having jurisdiction thereof. It is
further agreed that the arbitrators may, in their sole discretion, award
attorneys' fees to the prevailing party.
Dated: March 26, 1998
Client
The Hartcourt Companies Inc.
By: /s/ Xx. Xxxx X. Xxxx
-----------------------------
Name: Xx. Xxxx X. Xxxx
Title: resident
Xxxxxx & Weed
By: /s/ Xxxxxxx X. Xxxx
-----------------------------
Name: Xxxxxxx X. Xxxx
Title: Special Project Counsel
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