ATTORNEY'S FEE AGREEMENT
THIS IS A CONTRACT FOR PROFESSIONAL LEGAL SERVICES AND IS
SUBJECT TO BINDING ARBITRATION.
WHEREAS, PANGEA PETROLEUM CORPORATION, hereinafter called
"Client", has requested that Xxxxxx X. Xxxxxx, Attorney
at Law, (hereinafter referred to as the "Attorney"), (and
Associates to be determined by Attorney), to provide
professional legal services to and on behalf of Client
regarding the matters set forth on Exhibit "A"; and,
WHEREAS, Attorney has agreed to provide said professional
legal services to the Client on such matters and such
other matters as the Client may request, including those
particularly set forth on Exhibit "A".
NOW THEREFORE, in consideration of the mutual
promises and agreements set forth herein, the parties
hereto agree as follows:
Client hereby engages Attorney, and such Associates or
Co-Counsel as Attorney, in his sole opinion, may require
or engage, as legal Counsel for the filing and handling
of such matters set forth on Exhibit "A", and incidental
or related matters as may be assigned to the Attorney
from time to time.
Attorney agrees to act as legal Counsel for Client for
the matters so engaged, subject to the terms set forth
herein. However, Attorney may withdraw from
representation of Client on any matter that Attorney may
deem himself unqualified or unable to represent the
Client.
Client agrees to pay Attorney such fees as Attorney may
reasonably charge as determined in accordance herewith.
The fees shall be determined by Attorney in consideration
of the value of the services rendered. In determining
his fee, the Attorney shall base his fee on results
obtained, novelty and difficulty of the matters handled,
skill or expertise required, time requirements (including
time constraints on the Attorney that prevented him from
handling other matters), amount involved, experience,
undesirability of the case, nature and length of the
professional relationship with the Client, and fees in
similar cases and such other matters that should be
considered by Attorneys handling similar matters. It is
specifically agreed, that as a minimum, the fee charged
shall be at least equal to the regular and usual hourly
charges of the Attorney or his associates for the time
expended, together with all and any costs expended by
Attorney in connection with the representation
undertaken. The present usual hourly rate charged by
Attorney is $250.00. Client shall pay to Attorney within
ten (10) days of rendition of a statement by Attorney,
the fee charged by the Attorney and costs expended. The
Attorney may charge the billing to the Retainer and the
Client shall thereupon replenish the retainer.
Attorney agrees to maintain written records of the time
and effort or costs incurred or expended by him and other
counsel on behalf of Client, which records shall be
available to Client upon request. "Costs" shall include,
among those items normally considered to be "costs", the
actual sum or sums paid or incurred by Attorney for or on
behalf of Client for depositions, document production,
photocopying, facsimile transmission, long distance
telephone, postage, delivery service, filing fees,
publication costs, bond premiums, computer time and
charges, electronic database and communications costs,
library charges, parking charges, transportation and
lodging, as well as costs incurred or paid to Associated
Counsel, special employees or overtime wages paid to
regular employees, and paralegal or technical employees.
Costs shall be billed at the amount actually incurred to
third party providers, or if the cost is incurred "in-
house", at the usual and regular charges of the service
provided made to other like clients or according to the
fee and charge schedule published or utilized from time
to time by the Attorney (which at the present time is the
same as used by Corporate Offices).
Attorney agrees to perform legal services for Client in
conformity with and subject to the laws and regulations
of the United States and the State of Texas (or its
municipalities) and the canons of ethics of the State Bar
of Texas. Attorney does not guarantee any results. This
Agreement or the payment of fees hereunder may be subject
to approval by a Court of appropriate jurisdiction if
required by law, and, if Bankruptcy related, shall comply
with the provisions of the Bankruptcy Code and applicable
regulations.
This agreement may not be amended except by written
instrument signed by both parties hereto.
This Agreement is for the sole benefit of the Client, and
such Agreement shall not be assigned. This Agreement is
also for the benefit of the undersigned Attorney, and
such persons or entities as he may engage to assist him
in the performance of his responsibilities hereunder.
Client may refuse the services to be rendered by any
person or entity selected by Attorney by sending written
notice (as provided herein), but such refusal shall not
release Client from liability to pay Attorney in
accordance with Paragraph 3, for such services then
previously rendered by such refused person or entity
after the date of delivery of the written notice.
This Agreement may be terminated by either party upon the
terminating party delivering written notice to the other
party. All written notices shall be mailed to the
intended recipient via certified mail, postage prepaid
with return receipt requested deposited in a proper
receptacle of the United States Postal Service or its
successors. Said notice shall be addressed to the
intended recipient. A written notice sent in conformity
with this provision shall be deemed delivered as of the
date shown "delivered" on the return receipt. If no
delivery date is shown on the return receipt, then
delivery shall be conclusively presumed to be the date
that the return receipt is returned by the Postal
Service. Upon termination, sender shall be released from
all responsibility or liability herein except as provided
herein:
Client shall pay Attorney such unpaid amounts incurred
for or on behalf of Client by Attorney provided in
Paragraph 3 above.
Attorney shall be responsible to deliver to Client, if
the provisions of Paragraph 8(a) are met, all of Client's
records, documents, and written materials (excluding
written correspondence, and such copies of the said
materials as Attorney may require) and Attorney shall be
subject to any liability, if any, previously incurred by
him. Until and unless Client fulfills the provisions of
Paragraph 8(a), Attorney shall have a security interest
in and to all of Client's papers, documents, records and
files in the possession of Attorney.
Client shall deposit with Attorney a retainer as set
forth on Exhibit "A", hereby incorporated herein.
Attorney may use said retainer and commingle it with its
operating funds. Attorney shall not be liable for
interest on any unearned portion of said retainer. The
Attorney may xxxx his fees and costs to the Retainer
provided by the Client and the Client shall replenish the
Retainer to the extent that funds have been applied to
the xxxxxxxx. Attorney shall have a security interest in
the Retainer.
Binding Arbitration: As concluded by the parties hereto,
any controversy between the parties hereto involving any
dispute or claim by, through or under, or the
construction or application of any terms, covenants, or
conditions of this Agreement, shall on the written
request of one party served upon the other, be submitted
to arbitration, and such arbitration shall comply with
and be governed by the provisions of the Federal
Arbitration Act as it may be amended; provided, that
arbitration shall be conducted in Xxxxxx County, Texas
and be conducted by the American Arbitration Association
("AAA"). The FAA rules shall apply, and the AAA rules
shall apply if not in conflict with the FAA rules. All
evidence shall be subject to the Federal Rules of Civil
Procedure.
NOTICE TO CLIENTS
The State Bar of Texas investigates and prosecutes
professional misconduct committed by Texas Attorneys.
Although not every complaint against or dispute with a
lawyer involves professional misconduct, the State Bar
Office of General Counsel will provide you with
information how to file a complaint. For more
information, please call 1/800/000-0000. This is a toll-
free phone call.
EXECUTED at Houston, Texas, this the 14th day of August,
2000.
ATTORNEY: CLIENT:
LAW OFFICE OF XXXXXX X. XXXXXX PANGEA PETROLEUM CORP.
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx,
Law Office of Xxxxxx X. Xxxxxx CEO
Xxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Tel: (000)000-0000
Fax: (000)000-0000
EXHIBIT "A"
1. AMOUNT OF RETAINER: 25,000 shares of the Common
Stock of Pangea Petroleum Corporation subject to the
provisions of Regulation S-8 Registration.
2. SERVICES TO BE RENDERED: General Corporate
Counsel
