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EXHIBIT 10.1
FEE AGREEMENT FOR LEGAL SERVICES
This agreement is between MediaX Corporation, a Nevada corporation
("Client") whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ of Weed & Co. L.P. whose address is ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ has agreed to provide legal services to Client in
connection with a financing from Creative Technology Ltd; modification of the
Convertible Debenture with Apple Investors LLC and any and all legal matters or
special projects referred to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ by Client from time to time during
remainder of calendar year 2000. At July 31, 2000, Client owed ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
$50,763 for legal services rendered.
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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ will provide shall be in accordance with the following
terms and conditions:
PROFESSIONAL FEES
Fees will be based upon the reasonable value of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇'▇
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 ▇▇▇▇▇▇▇ ▇.
▇▇▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇'▇ rate under this agreement shall be $120 per hour. It
is anticipated that Client and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ to incur certain costs or expenses. Client will
reimburse ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ in
accordance with the following guidelines:
1. Computer-Related Expenses - Client will reimburse ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
for computerized research and research services. However, any charges over $500
per month will require approval. Client also encourages ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ to
utilize computer services which will enable ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ to more efficiently
manage the projects.
2. Travel - Client will reimburse ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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.
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3. Filing Fees & Court Costs - Client will reimburse ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇.
BILLING
All bills will include a summary statement of the kinds of services
rendered during the relevant period. Client expects that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇.
▇▇▇▇'▇ invoices as described below.
PAYMENT
As payment for services and costs, Client shall pay in cash within 30
days or Client has suggested and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ has agreed, that Client place a
block of 10,000 shares of free trading company stock in ▇▇▇▇▇▇▇ ▇. ▇▇▇▇'▇ name
with a national securities broker. At least once a month, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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
▇▇▇▇, sufficient company stock, net of commission, shall then be liquidated
forthwith at the prevailing market rate to satisfy such statement.
In the course of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇'▇ 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 at its own
expense and deliver such stock to the brokerage firm upon the filing and
effectiveness of the registration statement.
STOCK OPTION
As an incentive for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ to represent the Client and to
increase ▇▇▇▇▇▇▇ ▇. ▇▇▇▇'▇ proprietary interest in the success of the Company,
thereby encouraging him to maintain his relationship with the Company, the
Client hereby grants to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ the option to purchase up to 120,000
shares of the Client's $.0001 par value common stock at a price of $2.50 per
share (the "Option"). The Option is non-transferable and will expire unless
exercised on or before December 31, 2003. Client has agreed to promptly register
the shares of common stock underlying the Stock Option at its own expense.
INVOLVEMENT OF CLIENT
Client expects to be kept closely involved with the progress of ▇▇▇▇▇▇▇
▇. ▇▇▇▇'▇ services in this matter. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇'▇ services will be
forwarded to Client.
There may be times when ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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.
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TERMINATION
Client shall have the right to terminate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇'▇ engagement
by written notice at any time. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ will be expected to provide
reasonable assistance in effecting a transfer of responsibilities to the new
firm.
Dated: August 23, 2000
MediaX Corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chairman
Weed & Co. L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director/Special Projects
