[Exhibit 99.6]
GENERAL RETAINER AND FEE AGREEMENT
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THIS AGREEMENT is made this 14th day of February 2006 (the
"Effective Date"), by and between the undersigned, PSI Tech Holdings,
Inc. (and its successors, subsidiaries and assigns), located at 0000
Xxxxxx Xx., #00, Xxxxxxxxxx, Xxxxxxxx 00000 (hereinafter called the
"CLIENT"), and Xxxxx X. Xxxx, P.A., located at 000 Xxxxxxxx Xxxxxx,
Xxxxx 000, Xxxx Xxxx Xxxxx, Xxxxxxx 00000 (hereinafter called the
"FIRM"). It is understood and agreed that the May 2005 General
Retainer and Fee Agreement entered into between the FIRM and CLIENT
shall continue to remain in effect until February 28, 2006.
The CLIENT employs and retains the FIRM to perform the
following described legal services, commencing on the date of full
execution of this AGREEMENT:
To serve as CLIENT'S corporate and securities counsel
in connection with the preparation and filing with the
United States Securities and Exchange Commission Form
SB-2 registration statement and related documents on
behalf of CLIENT, and subsequent application with the
NASD for trading on the over-the-counter-bulletin-board
or other trading medium. The services specifically
include the following: Prepare a private placement
memorandum for an SEC Rule 506 private offering;
prepare and file a registration statement and all
amendments thereto; prepare a Form 2-11 application for
trading on OTC:BB and all amendments thereto; and
assist the CLIENT with transactional matters related to
being a publicly traded corporation. The services
specifically exclude any and all (i) legal services in
connection with the CLIENT'S day-to-day commercial
business operations; (ii) litigation services; (iii)
legal services subsequent to the effective date of the
registration statement, except as described herein
above; and (iv) SEC Rule 144 opinion letters on behalf
of CLIENT'S shareholders.
The FIRM shall accept such employment subject to review of its
files for possible conflicts of interest and agrees to render and
perform such legal services as are necessary and proper in connection
with this AGREEMENT.
The CLIENT hereby agrees to pay to the FIRM, as compensation for
the services to be performed by it, a reasonable fixed fee (the "FEE")
of 150,000 shares of CLIENT common stock, par value $.001 per share,
which stock shall be deemed to be fully paid and nonassessable on the
Effective Date of this agreement. The FEE shall include (i) long
distance telephone charges; (ii) local and long distance fax charges;
(iii) postage (ordinary U.S. first class mail only); and photocopies
(does not include printing services). All other costs and charges
with respect to the above-referenced matter will be billed to and paid
by the CLIENT.
The CLIENT recognizes and agrees that concerning the above-
referenced matter, and any other matters wherein the CLIENT utilizes
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the services of the FIRM, the CLIENT shall be obligated to pay the
FIRM pursuant to this AGREEMENT for services rendered by the FIRM, and
that the terms and conditions of this Agreement shall apply to the
FIRM'S rendition of any services and the CLIENT'S obligation to pay
therefor.
The FIRM shall have the right to withdraw from the above-
referenced matter if the CLIENT does not make payments required by
this AGREEMENT, if CLIENT has misrepresented or failed to disclose
material facts to the FIRM or if the CLIENT fails to follow the FIRM'S
advice. If any of these events occur, the CLIENT will execute such
necessary documents as will permit us to withdraw.
As a retainer to commence services under this AGREEMENT, the
CLIENT agrees to deposit with the FIRM (i) 150,000 shares of CLIENT
common stock, par value $.001 per share, which stock shall be deemed
to be fully paid and nonassessable on the Effective Date of this
agreement for fees earned in this matter; and (ii) $1,600 (all of
which the FIRM has previously received from CLIENT), which shall be
applied to fees and costs related to this matter. The CLIENT agrees to
promptly deposit additional retainers as necessary as soon as the
$1,600 cost retainer has been depleted so that the FIRM can continue
to render services under this AGREEMENT.
CLIENT:
Dated: February 14, 2006 By: /s/ Xxxxxxxxx Xxxxx
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Xxxxxxxxx Xxxxx, Xx., President
FIRM:
Dated: February 14, 2006 By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
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