March 1, 2004
Exhibit
10.4
Xxxxx X.
Otto
xxxxx@xxxxxxx.xxx
March 1,
2004
VIA FAX AT (000) 000-0000
AND
E-MAIL AT
X.XXXXXX@XXXXXXX.XXX
Xxxxx
Xxxxxx
Chief
Executive Officer
Veritas
Solutions, Inc.
0000 XX
Xxxxxxxxxx
Xxxx
Xxxxxxx, XX 00000
Re: Engagement of The Xxxx Law Group,
PLLC
Dear
Xxxxx:
This
Engagement Agreement confirms the principal terms under which Xxxxx Abbott1 and the corporation to be formed in
Washington State and named Veritas Solutions, Inc. (“Veritas” or the “Company”),
agrees to engage The Xxxx Law Group, PLLC (“Xxxx Law”). Under this
Engagement Agreement, Xxxx Law will assist Veritas with various matters
including, without limitation, the following:
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1.
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Developing
and executing the Company’s strategic financing and growth
plans;
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2.
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Preparing
an offering memorandum and/or prospectus and developing other materials
relevant to the Company’s contemplated financing and growth
strategy;
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3.
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Providing
legal advice in connection with and assisting with certain securities,
corporate finance, blue sky and investor issues;
and
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4.
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Providing
legal advice with respect to Veritas’ capitalization, corporate
organization, contemplated financing, potential corporate transactions,
corporate governance and other general business
matters.
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In
connection with the provision of the foregoing services, Xxxx Law and Veritas
agree to the following compensation arrangement:
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1.
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Veritas
shall engage Xxxx Law for legal services required in connection with
certain corporate, corporate finance, securities, contractual and other
matters related to Veritas’ operations and
financing;
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2.
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Upon
the successful completion of a financing, merger or acquisition effected
or initiated by a party introduced to Veritas by Xxxx Law, Xxxx Law shall
receive a “success fee” equal to five percent (5%) of the cash
consideration received by Veritas pursuant to any such financing, merger
or acquisition;
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3.
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Upon
the successful completion of a financing, merger or acquisition effected
or initiated by a party introduced to Veritas by Xxxx Law, Xxxx Law shall
receive a “success fee” equal to five percent (5%) of the debt and/or
equity consideration received by Veritas pursuant to any such financing,
merger or acquisition;
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4.
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Xxxx
Law shall xxxx Veritas for fees, primarily on an hourly basis, according
to Xxxx Law’s usual and customary charges. Also, Xxxx Law may adjust its
fees for factors such as the amount of work involved in the
representation, unusual time constraints, use of prior work product,
overall value of the services, and regular periodic firm hourly rate
adjustments. Xxxx Law’s hourly rates are as
follows: Xxxxx Xxxx’x hourly rate will be $350.00; the rate for
associates will be between $185.00 and $270.00 per hour; and the rate for
non-attorney members of our staff will be between $60.00 and $135.00 per
hour; and
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5.
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Xxxx
Law shall receive a total retainer in the amount of Five Thousand Dollars
($5,000.00) (the “Retainer”), which will be applied against billable hours
and any filing fees.
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6.
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Xxxx
Law has agreed to defer the collection of legal fees in excess of the
Retainer incurred by Veritas (the “Deferred Fee”) until such time as
Veritas raises through the offering of its equity securities (the “Initial
Financing”). Notwithstanding any other provision in this
Engagement Agreement to the contrary, in exchange for deferring the
Deferred Fee, promptly after the execution of this Engagement Agreement,
Veritas shall issue Xxxxx X. Xxxx, principal of Xxxx Law, Three Million
Two Hundred Fifty Thousand (3,250,000) shares of Veritas common
stock.
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We look
forward to working together and helping Veritas achieve its financial and
business objectives. If the proposed terms are acceptable to Veritas,
please sign below and return the signed copy of this Engagement Agreement to
me.
If you
have any further questions or concerns, please do not hesitate to contact
me.
Sincerely,
The Xxxx Law Group, PLLC
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Agreed
and accepted this 1st day of
March, 2004
VERITAS
SOLUTIONS, INC.
By: /s/ Xxxxx Xxxxx
Xxxxx
Xxxxxx
Chief
Executive Officer
1 Xxxxx
Xxxxxx agrees to assume liability for fees incurred by Veritas only until such
time as Veritas becomes a legal entity in the state of Washington capable of
incurring its own legal obligations.
