EXHIBIT 10.1
FEE AGREEMENT FOR PROFESSIONAL SERVICES
This agreement is between Orbit Technologies, Inc., a Delaware
corporation, ("Client" or "Company") whose address is 0000 Xx Xxxxx Xxxxx, Xxxxx
000, Xxxxxxxx, XX 00000 and Xxxxxxx X. Xxxx, of the firm Weed & Co. L.P.
("Attorney") whose address is 0000 XxxXxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000.
Attorney has agreed to provide legal services to Client with respect to
any and all legal matters or special projects referred to Attorney by Client
from time to time. Each legal matter, special project or task shall be defined
and agreed upon and thereafter reduced to writing. This agreement is made in
advance as to the conditions and guidelines that will govern the relationship
between the parties.
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 Attorney will provide shall be in accordance with the following terms and
conditions:
PROFESSIONAL FEES
Fees will be based upon the reasonable value of Attorney's 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 Attorney.
Attorney's rate is $200 per hour. It is anticipated that Client and
Attorney 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 Attorney's 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 Attorney's 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 Attorney to incur certain costs or expenses. Client will reimburse
Attorney 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 Attorney in accordance with
the following guidelines:
1. COMPUTER-RELATED EXPENSES - Client will reimburse Attorney for
computerized research
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and research services. However, any charges over $500 per month will require
approval. Client also encourages Attorney to utilize computer services that will
enable Attorney to more efficiently manage the projects.
2. TRAVEL - Client will reimburse Attorney for expenses in connection
with out of town travel. However, Client will only reimburse for economy class
travels (except for international travel which shall be business class) 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 Attorney 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
Attorney.
BILLING
All bills will include a summary statement of the kinds of services
rendered during the relevant period. Client expects that Attorney 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 Attorney's invoices as
described below.
PAYMENT
As payment for services and costs, Client has proposed and Attorney has
agreed, that Client place a block of 50,000 shares of free trading Company stock
in Attorney's name with a national securities broker. At least once a month,
Attorney 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 xxxx, sufficient Company stock, net of commission, shall then be
liquidated forthwith at the prevailing market rate to satisfy such statement.
Attorney has not been engaged to perform, nor will Attorney agree to perform any
services in connection with a capital raising transaction in exchange for
shares. 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.
In the course of Attorney's 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 Attorney's 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-3 or Form S-8 at its own expense and deliver such stock to the Attorney
or brokerage firm upon the filing and effectiveness of the Registration
Statement.
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STOCK OPTION
As an incentive for Attorney to represent the Client and to increase
Attorney's proprietary interest in the success of the Company, thereby
encouraging him to maintain his relationship with the Company, the Client hereby
grants to Attorney options to purchase shares of the Client's common stock. As
an initial option, the Client hereby grants Attorney the right to purchase
150,000 shares of the Client's common stock at a price of $.45 per share.
Further, every six months following the date hereof that this agreement remains
in effect, the Company shall grant to Attorney an option to purchase an
additional 50,000 shares of Client's common stock at a price equal to 125% of
the closing bid price for the trading day immediately prior to the date of the
grant. All stock options are non-transferable and will expire unless exercised
on or before December 31, 2004 or 3 years from the date of the grant, whichever
is later. The amount of the stock options granted by this agreement shall not be
subject to any adjustment in the event of a reverse split of the Company's
capital stock. Client has agreed to promptly register the shares of common stock
underlying the stock options at its own expense.
INVOLVEMENT OF CLIENT
Client expects to be kept closely involved with the progress of
Attorney's services in this matter. Attorney 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 Attorney's services will be
forwarded to Client.
There may be times when Attorney 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 Attorney's engagement by
written notice at any time. Attorney 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. Attorney will be expected to provide reasonable assistance
in effecting a transfer of responsibilities to the new firm.
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. Other than disputes involving fees, that are covered by
the Mandatory Fee Arbitration Statutes, all disputes between us arising out of
this agreement 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
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jurisdiction thereof. It is further agreed that the arbitrators may, in their
sole discretion, award attorneys' fees to the prevailing party.
Dated: July 17, 2000
Client
Orbit Technologies, Inc.
By: /s/ Xxxxx X. Xxxxxxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Chief Financial Officer
Weed & Co. L.P.
By: /s/ Xxxxxxx X. Xxxx
-------------------
Name: Xxxxxxx X. Xxxx
Title: Managing Director/Special Projects
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