EXHIBIT 10.2 FEE AGREEMENT WITH XXXXXXX X. XXXX
WEED & CO. L.P.
0000 XXXXXXXXX XXXXX, XXXXX 0000, XXXXXXX XXXXX, XXXXXXXXXX 00000-0000
TELEPHONE (000) 000-0000 FACSIMILE (000) 000-0000
September 17, 2001
Xx. Xxxxxx Xxx
President
Bentley Communications Corp.
0000 00xx Xxxxxx, Xxxxx 0
Xxxxx Xxxxxx, XX 00000
Telephone: 000.000.0000
Facsimile: 310.445.2529
RE: Special Projects
Dear Xx. Xxx:
The purpose of this letter is to set forth the terms and conditions that will
govern our professional relationship.
This agreement for professional services is between Bentley Communications
Corp., a Florida corporation, and all its subsidiaries, ("Client") and Xxxxxxx
X. Xxxx ("Weed") whose address is 0000 XxxXxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000.
Weed agrees to provide professional services to Client with respect to certain
capital formation, business strategy and legal affairs referred to Weed by
Client from time to time. This agreement is made to document the conditions and
guidelines that will govern the relationship between the parties. The initial
special project involves the following matter:
ADVISE AND ASSIST THE CLIENT REGARDING A STOCK PLAN FOR THE CLIENT AND THE
PREPARATION AND FILING OF A REGISTRATION STATEMENT ON FORM S-8.
To protect both of the parties and to comply with professional obligations, we
have already discussed with each other and resolved any potential conflicts of
interest with present or former clients. The services that Weed will provide
shall be in accordance with the following terms and conditions.
1
PROFESSIONAL FEES
Fees will be based upon the reasonable value of Weed's services as determined in
accordance with the American Bar Association Model Code of Professional
Responsibility and the California & Texas Rules of Professional Conduct. Fees
will be based on the rates charged by Weed.
Weed's rate is $300 per hour. It is anticipated that Client and Weed will agree
on a fixed fee for special projects from time to time. The fixed fee
arrangements for special projects will be agreed to in writing. Client has
agreed to a fixed fee of $4,500 for the preparation and filing of the Form S-8
registration statement.
Client further understands that during the course of Weed's engagement, it may
be necessary or advisable to delegate various portions of this matter to others.
COSTS AND EXPENSES
Client understands that in the course of representation, it may be necessary for
Weed to incur certain costs or expenses. Client will reimburse Weed for certain
costs or expenses actually incurred and reasonably necessary for completing the
assigned matter, as long as the charges for costs and expenses are competitive
with other sources of the same products or services and approved by Client in
advance. More particularly, Client will reimburse Weed in accordance with the
following guidelines:
1. COMPUTER-RELATED EXPENSES - Client will reimburse Weed for computerized
research and research services. However, any charges over $500 per month will
require approval. Client also encourages Weed to utilize computer services that
will enable Weed to more efficiently manage the projects.
2. TRAVEL - Client will reimburse Weed for expenses in connection with out of
town travel. However, Client will only reimburse for economy class travel and,
where necessary, for the reasonable cost of a rental car. All related travel
expenses, i.e., lodging and meals, must be reasonable under the circumstances.
3. FILING FEES & COURT COSTS - Client will reimburse Weed for expenses incurred
in connection with filing fees and court costs, if any, but will not be
responsible for sanctions or penalties imposed due to the conduct of Weed.
BILLING
All bills will include a summary statement of the kinds of services rendered
during the relevant period. Client expects that Weed will maintain back-up
documentation for all expenses. Client expects to be billed monthly or at the
conclusion of each project and expects to pay Weed's invoices as described
below.
2
PAYMENT
Client shall pay Weed's out of pocket costs promptly. As payment for
professional services, Client agrees to pay in cash or as follows.
As payment for services, Client has proposed and Weed has agreed that Client
place a block of 500,000 shares of free trading stock in Weed's name with a
nationally known securities broker-dealer. At least once a month, Weed will send
Client a statement for fees and costs, with written notice to the brokerage firm
of the dollar amount of such statement. Unless objection is made to the bill,
sufficient Client stock, net of commission, shall then be liquidated forthwith
at the prevailing market rate to satisfy such statement. Weed has not been
engaged to perform, nor will Weed agree to perform any services in connection
with a capital raising transaction in exchange for shares registered on Form
S-8. The rules and regulations of the United States Securities and Exchange
Commission do not allow the use of a Form S-8 registration statement under such
circumstances. Any fees for services that are in connection with a capital
raising transaction shall be paid in cash or registered on another form of
registration statement.
In the course of Weed's representation of the Company, if all the stock is
liquidated, a new block of stock sufficient to cover projected fees and costs,
in an amount contemporaneously agreed to by the parties, will again be placed
with the brokerage firm, under the terms and conditions outlined above. At the
conclusion of Xxxx's representation of Client and the payment of all final fees
and costs, any unused stock shall forthwith be returned to Client.
Client has agreed to promptly register such blocks of stock pursuant to Form S-8
or other applicable registration statement at its own expense and deliver such
stock to the Weed or brokerage firm upon the filing and effectiveness of the
registration statement.
STOCK OPTION
As an incentive for Weed to represent the Client and to increase Weed's
proprietary interest in the success of the Client, thereby encouraging it to
maintain its relationship with the Client, the Client hereby grants to Weed
options to purchase shares of the Client's common stock. As an initial option,
the Client hereby grants Weed the right to purchase 200,000 shares of Client's
common stock at a price equal to $.50 per share and 200,000 shares of Client's
common stock at a price equal to $1.00 per share. All stock options will expire
unless exercised on or before December 31, 2005. The options granted will not be
subject to dilution (i.e. no adjustment to the number of shares or the exercise
price) based upon any reverse split of the Client's common stock. The stock
options shall be exercisable in whole or in part with a promissory note of less
than 45 days duration or upon common "cashless exercise" terms. Client has
agreed to promptly register the shares of common stock underlying the stock
options at its own expense.
Client shall cause any subsidiary or parent corporation to adopt and be bound by
this Agreement and all its provisions.
3
INVOLVEMENT OF CLIENT
Client expects to be kept closely involved with the progress of Xxxx's services
in this matter. Weed will keep Client apprised of all material developments in
this matter, and will provide sufficient notice to enable a representative to
attend meetings, conferences, and other proceedings.
There may be times when Weed will need to obtain information from Client. All
requests for access to documents, employees, or other information shall be
granted without unreasonable delay.
TERMINATION
Client shall have the right to terminate Weed's engagement by written notice at
any time. Weed has the same right to terminate this engagement, subject to an
obligation to give Client reasonable notice to permit it to obtain alternative
representation or services and subject to applicable ethical provisions. Weed
will be expected to provide reasonable assistance in effecting a transfer of
responsibilities to the new service provider.
DISPUTES
The laws of the State of California shall govern the interpretation of this
agreement, including all rules or codes of ethics that apply to the provision of
services. All disputes between us arising out of this engagement which cannot be
settled, shall be resolved through binding arbitration in Orange County,
California in accordance with the rules for resolution of commercial disputes,
then in effect, of the American Arbitration Association, and judgment upon the
award may be entered in any Court having jurisdiction thereof. It is further
agreed that the arbitrators may, in their sole discretion, award attorneys' fees
to the prevailing party.
If the foregoing accurately reflects your agreement with Xxxxxxx X. Xxxx
regarding professional services, please sign and return a duplicate copy of this
letter. Thank you in advance for your prompt attention to this matter. We will
also need a copy of the articles of incorporation with any amendments, bylaws,
and corporate minutes during the last 12 months.
Very truly yours,
/s/ Xxxxxxx X. Xxxx
-------------------
Xxxxxxx X. Xxxx
Managing Director/Special Projects
Approved and Agreed:
Bentley Communications Corp.
By: /s/ Xxxxxx Xxx
--------------
Name: Xxxxxx Xxx
Title: President
Date: September 18, 2001
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