EXHIBIT 10.4
EMPLOYMENT AND FEE AGREEMENT
BETWEEN THE REGISTRANT AND XXXXXXX X. XXXXXX
EMPLOYMENT AND FEE AGREEMENT
THIS AGREEMENT made this 1st day of December, 1996, by and between TRIANGLE
IMAGING GROUP, INC. (hereinafter "CLIENT") with a mailing address of 00 Xxxxx
Xxxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxx Xxxx 00000 and telephone number of (516)
666-6890 and LAW OFFICES OF XXXXXXX X. XXXXXX, ESQ. (hereinafter "ATTORNEY").
1. CLIENT retains ATTORNEY to represent CLIENT as Attorney at Law
regarding Corporate/Securities related matters and authorizes and empowers
ATTORNEY to do all things reasonably necessary to complete corporate and
securities transactions with CLIENT'S consent (other than in connection with
capital raising transactions) and agrees to retain ATTORNEY for the services
rendered on the following terms and conditions:
a. On the basis of the time expended by ATTORNEY, hourly rates are
$200 per hour for projects billed on an hourly basis. Such fees
and costs will be billed on a monthly basis.
b. Legal fees for the S-8 Registration and serviced related thereto
shall consist of 5,000 shares of common stock of Triangle Imaging
Group, Inc. An additional 15,000 shares shall be registered to
cover additional legal services rendered. These shares shall be
credited towards additional legal services based upon the market
value of the shares at the closing date of the Engineered
Business Systems, Inc. acquisition anticipated to be on or about
December 2, 1996. All referenced shares shall be registered
pursuant to a Registration Statement on Form S-8.
c. CLIENT shall also be responsible for costs incurred including,
but not limited to, long distance phone calls, transcripts,
photocopies, postage, filing fees, and costs of newspaper
publications. Advanced costs that are not expended during the
course of the representation are to be returned to the client at
the conclusion of the representation, unless ATTORNEY and CLIENT
agree otherwise in writing.
2. ATTORNEY will render a final statement for services rendered and
costs incurred. If CLIENT disagrees with any charge for fees or costs, CLIENT
must notify ATTORNEY in writing within ten (10) days after the date of mailing.
Otherwise, all charges are agreed by CLIENT to be approved and accepted. All
bills are due when rendered.
3. CLIENT understands and agrees that ATTORNEY has made no guarantee
regarding the successful outcome or termination of the engagement and all
expressions pertaining thereto are matters of opinion. Should it be necessary to
institute legal proceedings for the collection of any part of the ATTORNEY'S
compensation or costs as set forth above, then CLIENT agrees to pay all court
costs and reasonable attorneys fees with regard to the collection of same.
IN WITNESS WHEREOF, the parties have executed this Agreement the date
first mentioned above.
ACCEPTED:
Law Offices of
Xxxxxxx X. Xxxxxx, Esq. TRIANGLE IMAGING GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/Xxxx Bellezza____________
ATTORNEY Xxxx Xxxxxxxx, President and CEO
