EXHIBIT 10(x)
E-Mail: xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx
File No.: 10011
February 10, 2003
VIA FACSIMILE ONLY
(000) 000-0000
Xx. Xxxxxx X. Xxxxxx
Chief Executive Officer
US West Homes, Inc.
000 Xxxxxxxx, 0xx Xxxxx
Xxxxxx Xxxxx, XX 00000
Re: AMENDMENT TO FEE AGREEMENT WITH SPECTRUM LAW GROUP, LLP
Dear Merv:
Accordingly, this letter will amend our fee agreement dated July 24,
2002, and as amended on December 6, 2002, as follows:
FEES AND COSTS
Our firm establishes an hourly rate for each attorney and paralegal in
the firm. Those rates are based upon a variety of factors, including the
experience and expertise of each individual, and are adjusted by the firm from
time to time. Historically, the rates have been adjusted effective as of January
of each year. Our services in this matter will be billed to you at the hourly
rates in effect for the period during which the services are rendered, in
one-tenth-hour increments. The hourly rates of our attorneys range from $150.00
to $300.00 per hour. At present, my hourly rate is $250.00.
As a courtesy to U.S. West, we will charge for fees as follows:
1. Each month, U.S. West will pay the first 12 hours of time at
the normal hourly rate of $250.00 in cash.
2. U.S. West will pay any time in excess of 12 hours in that
month at the normal hourly rate of $250.00 in shares of U.S.
West stock on the terms and conditions set forth herein.
3. U.S. West shall initially issue to us (in the name of Xxxx X.
Xxxxxxxx ("Xxxxxxxx")) 3,000,000 shares of Common Stock (the
"Initial Shares"). U.S. West shall register the issuance of
the Initial Shares with the SEC pursuant to Section 4 hereof.
Xx. Xxxxxx X. Xxxxxx
U.S. West Homes, Inc.
February 10, 2003
Page 2
4. We shall establish and adopt a Rule 10b5-1 plan (the "Plan"),
and we shall cause Indeglia to sell the Initial Shares
pursuant to the Plan.
5. We shall apply (or cause Indeglia to apply) the Net Proceeds
(as defined below) from the sale of the Initial Shares to any
balance outstanding for services performed that were NOT in
connection with the offer or sale of U.S. West securities in a
capital-raising transaction and do not directly or indirectly
promote or maintain a market for U.S. West securities, as
generally determined by SEC interpretation. For the purposes
of this Agreement, the term "Net Proceeds" shall mean the
amount of gross proceeds received by us (or Indeglia) pursuant
to the sale of Shares issued pursuant to this Agreement, less
any commissions, SEC fees, wire transfer fees, and other fees
incurred with the sale of Shares.
6. If the Net Proceeds from the sale of the Initial Shares is
greater than the balance owing by U.S. West at the time of
such sale for services performed that were NOT in connection
with the offer or sale of U.S. West securities in a
capital-raising transaction and do not directly or indirectly
promote or maintain a market for U.S. West securities, then we
shall deposit the difference into our trust account, which
shall be applied to any future services provided by us, other
than legal services provided or to be provided in connection
with the offer or sale of securities in a capital-raising
transaction and/or legal services which will directly or
indirectly promote or maintain a market for U.S. West's
securities.
7. If the Net Proceeds from the sale of the Initial Shares is
less than the outstanding balance at the time of such sale for
services performed that were NOT in connection with the offer
or sale of U.S. West securities in a capital-raising
transaction and do not directly or indirectly promote or
maintain a market for U.S. West securities, then U.S. West
shall issue, for no additional consideration, to us (in the
name of Indeglia) additional shares (the "Additional Shares")
of Common Stock, in increments of 500,000 shares, which shall
be pursuant to the Plan, and the Net Proceeds of which shall
be applied to any outstanding balance at the time of such sale
for services performed that were NOT in connection with the
offer or sale of U.S. West securities in a capital-raising
transaction and do not directly or indirectly promote or
maintain a market for U.S. West securities. U.S. West shall
continue to issue Additional Shares in such increments of
500,000 shares until the aggregate net proceeds of the sale of
the Initial Shares and all Additional Shares equals or exceeds
the balance at the time of such sale for services performed
Xx. Xxxxxx X. Xxxxxx
U.S. West Homes, Inc.
February 10, 2003
Page 3
that were NOT in connection with the offer or sale of U.S.
West securities in a capital-raising transaction and do
not directly or indirectly promote or maintain a market for
U.S. West securities. U.S. West shall continue to issue such
Additional Shares so long as it has a balance outstanding with
us for services performed that were NOT in connection with the
offer or sale of U.S. West securities in a capital-raising
transaction and do not directly or indirectly promote or
maintain a market for U.S. West securities.
8. As used herein, the term "Adjustment Event" means an event
pursuant to which the outstanding shares of common stock of
U.S. West are increased, decreased or changed into, or
exchanged for a different number or kind of shares or
securities, without receipt of consideration by U.S. West,
through reclassification, stock split, reverse stock split,
stock dividend, stock consolidation or otherwise. Upon the
occurrence of an Adjustment Event, appropriate and
proportionate adjustments shall be made to the number of
shares of common stock which may thereafter be granted under
this Agreement.
9. REGISTRATION OF INITIAL SHARES AND ADDITIONAL SHARES.
a. REQUIRED REGISTRATION. Concurrent with the execution
of this Agreement, U.S. West shall prepare and file
with the SEC the Registration Statement under the
Securities Act of 1933, as amended (the "Securities
Act") covering the issuance of the Shares, and shall
use its best efforts to cause such Registration
Statement to become effective as soon as is
practicable.
b. PERIOD OF EFFECTIVENESS. U.S. West will use its best
efforts, which shall include the filing and
preparation with the Commission of amendments and
supplements to the Registration Statement and the
prospectus contained therein, to cause such
Registration Statement to remain continuously
effective from the date it becomes effective for a
period ending on when all Shares covered by the
Registration Statement have been issued.
c. BLUE SKY. U.S. West will use its best efforts to
register or qualify the Shares covered by such
Registration Statement under such state securities or
blue sky laws of such jurisdictions as we may
reasonably request in writing, except that U.S. West
shall not for any purpose be required to execute a
general consent to service of process or to qualify
to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified.
Xx. Xxxxxx X. Xxxxxx
U.S. West Homes, Inc.
February 10, 2003
Page 4
d. NOTIFICATION. U.S. West will notify us, promptly
after it shall receive notice thereof, of any letter
of comments regarding the Registration Statement
received from the SEC and the time when such
Registration Statement has become effective or an
amendment or supplement to any prospectus forming a
part of such Registration Statement has been filed.
e. AMENDMENT NOTICE. U.S. West will notify us promptly
of any request by the SEC for the amending or
supplementing of such Registration Statement or
prospectus or for additional information.
f. AMENDMENT. U.S. West will prepare and file with the
SEC, promptly upon our request, any amendments,
supplements, or post-effective amendments to such
Registration Statement or prospectus which is
required under the Securities Act or the rules and
regulations thereunder is necessary to keep such
Registration effective for the time periods set forth
in Section 9(b).
g. UPDATE. U.S. West will prepare and promptly file with
the SEC and promptly notify us of the filing of such
amendment or supplement to such Registration
Statement or prospectus as may be necessary to
correct any statements or omissions if, at the time
when a prospectus relating to such securities is
required to be delivered under the Securities Act,
any event shall have occurred as the result of which
any such prospectus or any other prospectus as then
in effect would include an untrue statement of a
material fact or omit to state any material fact
necessary to make the statements therein, in light of
the circumstances in which they were made, not
misleading.
h. STOP ORDERS. U.S. West will advise us, promptly after
it shall receive notice or obtain knowledge thereof,
of the issuance of any stop order by the SEC
suspending the effectiveness of such Registration
Statement or the initiation or threatening of any
proceeding for that purpose and promptly use its best
efforts to prevent the issuance of any stop order or
to obtain its withdrawal if such stop order should be
issued.
i. EXPENSES. With respect to the registration required
pursuant to Section 9(a) hereof, U.S. West shall bear
the following fees, costs and expenses: all
registration, filing and NASD fees, printing
expenses, fees and disbursements of counsel and
accountants for U.S. West, all internal U.S. West
expenses, all legal fees and disbursements and other
expenses of complying with state securities or blue
sky laws of any jurisdictions in which the securities
to be offered are to be registered or qualified,
underwriting discounts, commissions and transfer
taxes relating to the Shares.
Xx. Xxxxxx X. Xxxxxx
U.S. West Homes, Inc.
February 10, 2003
Page 5
j. INDEMNIFICATION BY U.S. WEST. To the fullest extent
permitted by law, U.S. West will indemnify and hold
harmless us, our directors, officers, employees,
partners, principals, equity holders, managed or
advised accountants, advisors, representatives, and
agents, from and against, and will reimburse us with
respect to, any and all loss, claim, damage,
liability and expense (collectively, "LOSSES") to
which we may become subject under the Securities Act,
state securities laws or otherwise, and U.S. West
will pay to us any legal or other costs or expenses
reasonably incurred by it in connection with
investigating or defending any such Loss, insofar as
such Losses are caused by or arise out of any untrue
statement or alleged untrue statement of any material
fact contained in such Registration Statement, any
prospectus contained therein or any amendment or
supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a
material fact required to be stated therein or
necessary to make the statements therein, in light of
the circumstances in which they were made, not
misleading; provided, however, that U.S. West will
not be liable in any such case to the extent that any
such Loss arises out of or is based upon an untrue
statement or alleged untrue statement or omission or
alleged omission so made in conformity with
information furnished by us in writing specifically
for use in the preparation thereof.
All other terms and conditions of the retainer will remain the same.
If you have any questions concerning our fee and cost arrangements or
procedures, or the scope of the legal services we will provide, please feel free
to call at any time. Thank you again for the opportunity to be of service.
Very truly yours,
SPECTRUM LAW GROUP, LLP
/S/ Xxxx X. Xxxxxxxx
--------------------
Xxxx X. Xxxxxxxx
MAI:pp
Xx. Xxxxxx X. Xxxxxx
U.S. West Homes, Inc.
February 10, 2003
Page 6
ACCEPTANCE:
The undersigned has read this letter and agrees to Spectrum Law Group,
LLP's representation as counsel for U.S. West on the terms set forth herein.
Date:________________________
U.S. WEST HOMES, INC.
/s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx,
Chief Executive Officer
