Xx. Xxxx X. Xxxxxx
August 25, 1997
Page 1
August 25, 1997
Xx. Xxxx X. Xxxxxx, President
American Resources and Development Company
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Dear Xxxx:
On February 13, 1997 American Resources and Development
Company (hereinafter the "Company") entered into a legal services agreement
whereby I agreed to provide certain legal services to the Company and the
Company agreed to pay for such services. This Agreement shall supersede the
prior agreement.
You, on behalf of the Company have asked me to represent the
Company in: 1) compliance with its reporting obligations under the Securities
Exchange Act of 1934; 2) general corporate matters; 3) review of past SEC
filings; and 4) other future legal needs of the Company. I am writing to set
forth the terms of such representation and to have you confirm that the Company
does, in fact, desire such representation on the terms set forth herein.
To assist in proper and efficient representation, you agree to
make available to me as needed, the Company's records, officers and employees
and to keep me informed of all relevant developments. You acknowledge that as a
part of my professional responsibility, I may discuss Company matters with any
member of the Company's Board of Directors. I will have overall responsibility
for all the Company's legal matters performed by the firm. Other lawyers at the
firm, will render assistance on various legal matters.
Our fees will be primarily based on the amount of time that I,
and those associated with me, spend on legal matters, including time spent
travelling on Company matters. For 1997, our hourly rates will range from
$205.00 per hour to $60.00 per hour, depending on the rate of the person
providing services. These rates are reviewed at the end of each year, and are
subject to change. In addition to the amount of time spent on a matter, the fees
charged the Company may be increased based upon such factors as the difficulty
Xx. Xxxx X. Xxxxxx
August 25, 1997
Page 2
of the questions involved, the nature of and amount of the transaction, the
result obtained and the time limitations imposed by the Company or by the
circumstances.
We will submit a statement of our fees, and any expenses, each
month. Any outstanding balance owing to the firm for longer than thirty days
will be charged interest at the rate of 1.5% (18% per annum).
In addition to our fees, our bill will include expenses and
costs normally associated with representations of this kind. For example, your
bill may include charges for travel expenses, long distance telephone calls,
courier services, photocopying, telecopying, postage and shipping, staff
overtime, major supply items, computer research services, filing and recording
fees, and other out-of-pocket expenses incurred on the Company's behalf. Travel
expenses, if necessary, will be first class.
Upon the execution of this Agreement and upon the
effectiveness of a Form S-8 registration statement with the Securities and
Exchange Commission, the Company will issue me 17,000 shares of common stock, to
be used first for outstanding fees and expenses and the balance as an earned
retainer for fees and expenses to be incurred in the future. The retainer shall
be earned upon receipt and nonrefundable, provided that I shall be obligated to
provide the Company with legal services with a value equal to the proceeds of
the retainer.
If you wish to have me represent the Company on the terms set
forth above, please confirm by signing your name in the space provided below and
return a copy to me by fax and by mail. Please reply as soon as possible.
If you have any questions, please call me.
Very truly yours,
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
RL:smm
Xx. Xxxx X. Xxxxxx
August 25, 1997
Page 3
I, on behalf of American Resources and Development Company
hereby request the representation described in the above letter to me dated
August 25, 1997, and agree to the terms stated therein:
DATED: August 25, 1997
AMERICAN RESOURCES AND
DEVELOPMENT COMPANY
By: /s/ Xxxx X. Xxxxxx
-------------------------
Xxxx X. Xxxxxx
President
