MEMORANDUM
To: Xxxxxx Xxxxxxxx
From: Xxxxxxx & Beam
Re: Legal Fees Agreement
Date: August 31, 2000
Confirming our agreement, Xxxxxxx & Xxxx has agreed to provide legal
services to xxxxxxxxxxxxxxxx.xxx (the "Company") for the primary purpose of
processing the proposed SB-2 and providing corporate advice and litigation
assistance (the "Matters"). The legal fees associated with the Matters shall be
as follows:
(1) $100,000 shall be paid in cash to Xxxxxxx & Beam. Such amount shall
constitute payment in full through the date of this Memorandum;
(2) In addition to the foregoing, the Company shall receive a credit in the
amount of $38,500;
(3) All legal services provided after September 1, 2000 (after the foregoing
credits) and terminating upon the earlier to occur of either: (a) the
termination of this Agreement; or (b) the approval of the SB-2 shall be
payable in Company shares at the rate of $.40 per share (the closing price
upon the date of this Memorandum). These shares shall have piggy-back
registration rights, commencing upon the approval of the proposed SB-2
(specifically, these shares shall not be included in the proposed SB-2,
provided, however, Xxxxxxx & Beam shall have the right to include such
shares in any subsequent registration statement, with the exception of S-8
registration).
