EXHIBIT 10.2
Legal Services Agreement with Xxxx X. Xxxxxx
LEGAL SERVICES AGREEMENT
THIS LEGAL SERVICES AGREEMENT (the "Agreement") dated July 10, 2002, is
made by and between Spantel Communications, Inc., a Florida corporation
("Spantel") and Xxxx X. Xxxxxx, an individual resident of Florida ("NSB").
WHEREAS, NSB has previously provided legal services to Spantel; and
WHEREAS, it is anticipated that NSB will continue to provide legal
services to Spantel in the future, and NSB has agreed to make himself available
as is reasonably necessary to provide such future services; and
WHEREAS, the legal services covered by this Agreement that have been
provided and that are to be provided in the future by NSB, including making
himself available as is reasonably necessary to provide such services in the
future, are hereinafter referred to as the "Services"; and
WHEREAS, as partial consideration for the Services, Spantel has agreed
to issue shares of its common stock to NSB as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties hereto,
intending to be legally bound, agree as follows:
1. CONSIDERATION. As partial consideration for the Services, Spantel
hereby agrees to forthwith issue to Xxxx X. Xxxxxx, 50,000 shares of the common
stock, par value $.001, of Spantel (the "Shares").
2. REGISTRATION RIGHTS. Spantel agrees that promptly following
execution of this Agreement, it will prepare and file with the United States
Securities and Exchange Commission, a registration statement on Form S-8
covering the Shares.
3. ACKNOWLEDGEMENT. The parties hereby confirm and acknowledge that the
Services (a) consist and will consist of bona fide services rendered and to be
rendered to Spantel, (b) are not and will not be in connection with the offer or
sale of securities in capital raising transactions, and (c) do not and will not
promote or maintain a market for the securities of Spantel.
4. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
5. FURTHER ASSURANCES. From and after the date of this Agreement, upon
the request of a party, each other party shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.
6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Florida without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Florida or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
SPANTEL COMMUNICATIONS, INC.
By: /s/ XXXX XXXXX XXXXXXXX
-----------------------------
Name: Xxxx Xxxxx Xxxxxxxx
Its: Managing Director
/s/ XXXX X. XXXXXX
-------------------
Xxxx X. Xxxxxx
2
