EXHIBIT 10.2 Fee Agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ of Weed & Co. LLP
December 17, 2003
▇▇▇▇▇▇ ▇. ▇▇▇
President
Bentley Communications Corp.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: FEE AGREEMENT
Dear ▇▇. ▇▇▇:
This fee agreement is between Bentley Communications Corp., a Florida
corporation ("Bentley"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ of Weed & Co. LLP, a California
limited liability partnership ("Weed").
Weed shall render the following legal services described in Exhibit A attached
hereto and Bentley may engage Weed on any new matters referenced in Exhibit A in
exchange for payment of fees determined in accordance with this agreement. Weed
makes no promises or guarantees regarding the outcome of matters upon which ▇▇▇▇
is engaged to represent Bentley.
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 $300 per hour. It is anticipated that Bentley and ▇▇▇▇ 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. Weed's fees will
be paid in cash or as follows:
TERMS FOR PAYMENT IN STOCK INSTEAD OF CASH
As payment for professional services, Bentley has proposed and Weed has agreed
that Bentley place an initial block of 5,000,000 shares of ▇▇▇▇▇▇▇'▇ stock in
1
Weed's name. At least once a month, Weed will send Bentley a statement for fees
and costs. Unless objection is made to the bill, sufficient stock, net of
commission, shall then be liquidated forthwith at the prevailing market rate to
satisfy such statement.
Bentley agrees that as of November 30, 2003, it owed Weed $27,703.96 and that
such balance shall be included in future invoices until satisfied.
In the course of Weed's representation of Bentley, if all the initial block of
stock is liquidated, a new block of stock sufficient to cover projected fees, in
an amount contemporaneously agreed to by the parties, will again be placed with
Weed, under the terms and conditions outlined above. At the conclusion of ▇▇▇▇'s
representation of Bentley and the payment of all final fees and costs, any
unused stock shall forthwith be returned to Bentley.
Bentley has agreed to promptly register such blocks of stock pursuant to a
registration statement filed at its own expense.
Bentley shall cause any subsidiary or parent corporation to adopt and be bound
by this agreement and all its provisions.
STOCK OPTION
As an incentive for Weed to represent Bentley and to increase Weed's proprietary
interest in the success of Bentley, thereby encouraging him to maintain the
relationship with Bentley, Bentley hereby grants to Weed options to purchase
shares of Bentley common stock. Specifically, Bentley hereby grants Weed the
right to purchase 5,000,000 shares of Bentley common stock at a price of $.03
per share. All stock options are non-transferable and will expire unless
exercised on or before December 31, 2008 or 5 years from the date of the grant,
whichever is later. Bentley has agreed to promptly register the shares of common
stock underlying the stock options at its own expense.
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
▇▇▇▇▇▇▇'▇ 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.
There may be risks inherent in the issuance of securities to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
and/or Weed & Co. LLP as compensation for services in lieu of cash. Such risks
may include that the securities may ultimately be worth more or less than the
value of our services or that by the exercise of our options, we may be in a
position earn more than our hourly rate or exert some degree of control over the
company. Further, the issuance of securities as compensation may dilute the
percentage of ownership of your existing shareholders in the company and change
the value of their shares. Moreover, the ▇▇▇▇ accounting treatment is frequently
different when a company issues securities in lieu of cash for services. This
occurs when shares are issued in exchange for services and the price of the
shares fluctuates during the service period. A declining share price may require
2
the company to issue additional securities to us and cause the company's income
statement to reflect higher expenses for professional services in subsequent
accounting periods than cash payment for services. Similarly, an increase in the
company's share price may cause the company's income statement to reflect lower
expenses for professional services in subsequent accounting periods than cash
payment for services.
The decision about whether or not to exercise any stock options is subject to
our control. In the past, although not required, this decision was made
following consultation with the company's management. It is anticipated that we
will continue to consult with management concerning the timing and amount of the
exercise of any stock options.
We advise you to seek the advice of independent counsel before signing this
agreement.
COSTS AND EXPENSES
Bentley understands that in the course of representation, it may be necessary
for Weed to incur certain costs or expenses. Bentley 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 Bentley in advance. More particularly, Bentley will reimburse Weed in
accordance with the following guidelines:
1. COMPUTER-RELATED EXPENSES - Bentley will reimburse Weed for computerized
research and research services. However, any charges over $500 per month will
require approval. Bentley also encourages Weed to utilize computer services that
will enable Weed to more efficiently manage the projects.
2. TRAVEL - Bentley will reimburse Weed for expenses in connection with out of
town travel. However, Bentley 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 - Bentley 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 intentional or grossly
negligent conduct of Weed.
Bentley shall pay and hold Weed harmless from all such costs and expenses
incurred on ▇▇▇▇▇▇▇'▇ behalf. Weed may, but shall not be obligated to, advance
funds on ▇▇▇▇▇▇▇'▇ behalf. In such event, Bentley agrees to reimburse Weed upon
demand for the amounts advanced. Substantial outside fees (such as state filing
fees or SEC filing services) may be referred to Bentley for direct payment.
3
BILLING
All bills will include a summary statement of the kinds of services rendered
during the relevant period. Bentley expects that Weed will maintain back-up
documentation for all expenses. Bentley expects to be billed monthly or at the
conclusion of each project and agrees to pay ▇▇▇▇'s invoices within fifteen days
of receipt. Weed shall bill in increments of one-quarter (1/4) hour unless
otherwise agreed in writing.
DELAY IN PAYMENT
In the event that any of Weed's bills remain unpaid for more than 30 days after
receipt by Bentley, Weed shall have the right to discontinue rendering further
services to Bentley in connection with any matter then being handled for Bentley
by Weed and to take appropriate action to collect such fees.
INVOLVEMENT OF BENTLEY
Bentley expects to be kept closely involved with the progress of ▇▇▇▇'s services
in this matter. Weed will keep Bentley 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 Bentley. All
requests for access to documents, employees, or other information shall be
granted without unreasonable delay.
TERMINATION
Bentley 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 Bentley 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 that cannot be
settled, shall be resolved in a federal or state court located in Orange County,
California.
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.
4
Very truly yours,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Weed & Co. LLP
Approved and Agreed
Bentley Communications Corp.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇
Title: Chief Executive Officer
Date: December 17, 2003
5
EXHIBIT A
1. Assist with annual and quarterly filings with the Securities and Exchange
Commission, if necessary.
3. Assistance with officers and directors reporting requirements under Sections
13(d) and 16(a) of the Securities Exchange Act, including preparation of forms
and schedules under the Exchange Act.
4. Advise and assist Bentley regarding a Stock Plan and the preparation and
filing of a registration statement on Form S-8.
5. Assist Bentley with general corporate matters.
6. Any other matter as agreed and confirmed by ▇▇▇▇.
6
