RETAINER AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into this 9th
day of January, 1997, by and between VERTEX INDUSTRIES, INC., a New
Jersey corporation ("Vertex") and the LAW OFFICES OF XXXXXXX X. XXXXX,
ESQ., P.C., a New Jersey professional corporation (the "Law Firm").
W I T N E S S E T H:
WHEREAS, Vertex wishes to retain the services of the Law Firm as
its General Counsel for the period February 1, 1997 through January 31,
1998; and
WHEREAS, the Law Firm wishes to be retained as General Counsel for
Vertex for the above-referenced period;
NOW, THEREFORE, for and in consideration of the mutual covenants
and agreements contained herein and for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. COMPENSATION: Vertex retains and employs the Law Firm for
the period of February 1, 1997 through January 31, 1998, to have charge
of the law business of the company in the State of New Jersey, at a
compensation of $20,004.00 per year, payable in monthly installments at
the beginning of each month.
2. STOCK OPTIONS: Upon signing of this Agreement and as further
compensation for providing legal services as General Counsel, Vertex
hereby grants Xxxxxxx X. Xxxxx, Esq., 20,000 non-qualified stock options
to purchase 20,000 shares of Vertex Common Stock. Such shares shall be
registered with the Securities and Exchange Commission through the
filing of an S-8 Registration Statement. Each option shall be
exercisable at the price of $1.00. The duration of the options shall be
for a period of three (3) years from the date of this Agreement. The
options shall be 100% vested as of the date of this Agreement.
In the event of a change in the capital structure of the
Company as a result of any stock dividend, stock split, combination or
reclassification of shares, recapitalization, merger, consolidation or
reorganization, the number of shares covered by the option shall be
appropriately adjusted by the Board of Directors, whose determination
shall be final. This provision shall apply to the options granted
pursuant to the Retainer Agreement between the parties dated January 26,
1996.
3. SCOPE OF SERVICES: This retainer will cover office
conferences, Board of Directors' meetings, Shareholders' meetings,
drawing and review of ordinary business documents, contracts, deeds, and
the like, review of the company's 10-K, 10-Q and preparation of S-8 filings,
as well as legal advice to the corporation and its officers when requested.
The retainer does not include litigated matters in Court, arbitration or
before federal or state administrative agencies. The retainer does not
include the preparation of filings with the Securities and Exchange
Commission, other than S-8 Registration Statements. Filing fees for S-8
Registration Statements shall be billed separately. The retainer does
not include legal services provided in connection with any merger,
consolidation, stock purchase, acquisition of assets of another entity
or the acquisition of Vertex's assets or stock by any entity,
preparation of SEC Registration Statements or Private Placement
Memoranda. In such cases, the Law Firm shall consult directly with the
President of Vertex and/or the Board of Directors when required, to
resolve the terms of the Law Firm's retention to handle such matters.
IN WITNESS WHEREOF, the parties have executed this Agreement on
the date first above written.
VERTEX INDUSTRIES, INC.
BY: s/ Xxxxxx X. Xxxx
XXXXXX X. XXXX, PRESIDENT
THE LAW OFFICES OF
XXXXXXX X. XXXXX, ESQ., P.C.
BY: s/ Xxxxxxx X. Xxxxx
XXXXXXX X. XXXXX, ESQ.