EXHIBIT 10(xii)
WEED & CO., LLP
0000 XxxXxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
April 27, 2001
Mr. Xxxxx Xxxxx
Senior Care Industries, Inc.
000 Xxxxxxxx, 0xx Xxxxx
Xxxxxx Xxxxx, XX 00000
Telephone 000.000.0000
Facsimile 888.505.2266
RE: Special Projects
Dear Xx. Xxxxx:
The purpose of this letter is to confirm receipt of the $2,500 retainer and to
set forth the terms and conditions that will govern our relationship.
This agreement is between Senior Care Industries, Inc. ("Client") whose address
is 000 Xxxxxxxx, 0xx Xxxxx, Xxxxxx Xxxxx, XX 00000 and Xxxxxxx X. Xxxx of Weed &
Co. L.P. ("Weed") whose address is 0000 XxxXxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000.
Weed agreed 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. Weed agrees to
introduce investment bankers to Client.
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:
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 $250 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 from time to
time.
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.
PAYMENT
As payment for professional services, Client agrees to pay monthly or at the
closing of the applicable transaction. The Client shall pay Weed's out of pocket
costs promptly.
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 him to
maintain his professional relationship, 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 150,000 shares of the Client's
common stock at a price of $1.50 per share. Further, every six months following
the date hereof that this agreement remains in effect, the Company shall grant
to Weed an option to purchase an additional 50,000 shares of Client's common
stock at a price equal to 125% of the average closing bid price for the 10 days
immediately prior to the date of the grant. All stock options are
non-transferable and will expire unless exercised on or before December 31, 2004
or 3 years from the date of the grant, whichever is later. Client has agreed to
promptly register the shares of common stock underlying the stock options at its
own expense.
INVOLVEMENT OF CLIENT
Client expects to be kept closely involved with the progress of Weed'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 firm.
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 our agreement regarding professional
services, please sign and return a duplicate copy of this letter. Thank you in
advance for your prompt attention to this matter.
Very truly yours,
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Managing Director/Special Projects
Approved and Agreed
Senior Care Industries, Inc.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: C.E.O.
