Exhibit 10.4
EMPLOYMENT AND FEE AGREEMENT
THIS AGREEMENT made this 6th day of February, 2002 by and between AMERICAN
COMMERCE SOLUTIONS, INC. (hereinafter "CLIENT") with a mailing address of 0000
Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 and telephone number of (000) 000-0000 and
XXXXXXX X. XXXXXX, P.A., (hereinafter ATTORNEY).
1. CLIENT retains ATTORNEY to represent CLIENT as Attorney at Law regarding
Corporate/Securities related matters and authorizes and empowers ATTORNEY to do
all things reasonably necessary to complete corporate and securities
transactions with CLIENT'S consent (other than in connection with capital
raising transactions) and agrees to retain attorney for the services rendered on
the following terms and conditions:
a. On the basis of the time expended by ATTORNEY, a retainer shall
consist of 25,000 shares of common stock of American Commerce
Solutions, Inc. All referenced shares shall be registered pursuant to
a Registration Statement on Form S-8.
b. CLIENT shall also be responsible for costs incurred including, but not
limited to, long distance phone calls, transcripts, photocopies,
postage, filing fees, and costs of newspaper publications. Advanced
costs that are not expended during the course of the representation
are to be returned to the client at the conclusion of the
representation, unless ATTORNEY and CLIENT agree otherwise in writing.
2. ATTORNEY will render a final statement for services rendered and costs
incurred. If CLIENT disagrees with any charge for fees or costs, CLIENT must
notify ATTORNEY in writing within ten (10) days after the date of mailing.
Otherwise, all charges are agreed by CLIENT to be approved and accepted. All
bills are due when rendered.
3. CLIENT understands and agrees that ATTORNEY has made no guarantee
regarding the successful outcome or termination of the engagement and all
expressions pertaining thereto are matters of opinion. Should it be necessary to
institute legal proceedings for the collection of any part of the ATTORNEY'S
compensation or costs as set forth above, then CLIENT agrees to pay all court
costs and reasonable attorneys fees with regard to the collection of same.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
mentioned above.
ACCEPTED:
XXXXXXX X. XXXXXX, P.A. AMERICAN COMMERCE SOLUTIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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ATTORNEY Xxxxxx X. Xxxxxx, President
