EXHIBIT 10.1
FEE AGREEMENT FOR PROFESSIONAL SERVICES
This agreement is between Xxxx Industries, Inc., a Nevada corporation, ("Client"
or "Company") whose address is 0000 XxxXxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000 and Xxxxxxx X. Xxxx, of the firm Weed & Co. L.P. ("Attorney")
whose address is 0000 XxxXxxxxx Xxxxx, Xxxxx 0000, 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 $250 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 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 30,000 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.
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 $1.00 per share. All stock options are
non-transferable and will expire unless exercised on or before December 31,
2004. 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 jurisdiction
thereof. It is further agreed that the arbitrators may, in their sole
discretion, award attorneys' fees to the prevailing party.
Dated: October 1, 2000
Client
Xxxx Industries, Inc.
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: President
Weed & Co. L.P.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Managing Director/Special Projects
