February 21, 2002
Synergy Technologies Corporation
000 00xx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Re: Retainer Agreement
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Ladies and Gentlemen:
By countersigning this letter in the space provided below, Synergy
Technologies Corporation ("you" or the "Company") agrees to modify that
paragraph of the retainer agreement between Ruffa & Ruffa, P.C. and the Company
dated July 16, 2001 (the "Retainer") titled "Monthly Invoices and Delinquent
Accounts." Said paragraph as amended shall read as follows:
"Monthly Invoices and Delinquent Accounts
We typically xxxx on a monthly basis. Payment is due upon receipt of
the invoice. A Statement of Account will be forwarded to you automatically each
month if you have any outstanding invoices. Ruffa & Ruffa, P.C. like other
businesses, requires accounts to be paid promptly. Please understand that no
matter how your payment is designated to be applied, all payments received will
first be applied against accrued late payment charges, then to costs or expenses
advanced or incurred and last to fees. We add a late payment charge to accounts
not paid within thirty days of the invoice date. The late payment charge is
currently assessed at a rate of [l%] per month on any unpaid balance for
corporations and [.66(degree)/o] per month for individuals. Invoices which
remain uncontested for a period of 60 days shall be deemed accepted by the
Company. In the event that an account becomes delinquent, the firm employs
prudent collection procedures and the firm may discontinue representation. If an
account goes unpaid for 120 days after the services are rendered, the account is
referred to an attorney for collection. By entering this Agreement, you also
agree to pay all costs incurred by this firm in collecting on your delinquent
account, including attorneys' fees.
In the event that the Company does not have sufficient cash to satisfy
an invoice when rendered, we may elect to accept payment of all or any portion
of the amount of an outstanding invoice, subject to the approval of the
Company's board of directors, in
shares of the Company's common stock, valued at a price to be agreed upon
between us and the Company. The shares of common stock shall be offered and sold
to us pursuant to a registration statement on Form S-8. In the event that we
mutually agree to the issuance of stock in payment of an invoice, we shall be
entitled to sell, unless we and you agree otherwise, up to 3,000 shares on each
trading day after receipt of the shares on the exchange on which the Company's
common stock is trading until all shares of common stock have been sold. In the
further event that the sale of all shares does not yield an amount equal to the
fees to be paid by the issuance of the shares of common stock, then the Company
shall pay to us any shortfall in cash. If we do not sell the shares of common
stock in the manner herein provided or as we and you may otherwise mutually
agree, you shall not be obligated to pay us any additional sums in the event of
any shortfall in the amount to be received by us from the sale of the shares as
contemplated by the foregoing sentence"
We hereby confirm that the legal services for which the shares of the
Company's common stock may be offered and sold to us on Form S-8 will be
issued in the name of our officers and, in all events, will not be for service
rendered in connection with the offer and sale of securities in a capital
raising transaction, or which do not directly or indirectly promote or
maintain a market for the Company's securities.
At January 31, 2002, the Company's outstanding invoice to us
aggregated $30,646.75. We hereby elect to accept $10,000 of said sum in cash
and 34,412 shares of common stock in payment of $20,646.75 of the fees due on
said invoice, provided that the shares are registered on Form S-8 as provided
in the amendment to the Retainer Agreement as hereinabove set forth. You agree
to prepare and file the Form S-8 as expeditiously as possible after the date
on which you execute this letter agreement.
Please note that this letter may be filed as an exhibit to the Form
S-8 by which the shares of common stock are offered and sold to us.
If you agree with the terms hereof, please sign and a copy of this
letter agreement at your earliest convenience.
Very truly yours,
Ruffa & Ruffa, P.C.
By /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
AGREED TO AND ACCEPTED
this _______ day of February, 2002:
SYNERGY TECHNOLOGIES CORPORATION
By: /s/ Xxxxx Xxxxxxx
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