Exhibit 4.4
AGREEMENT FOR LEGAL SERVICES
AGREEMENT made as of this 27th day of March, 1997, between Classic
Restaurants International, Inc., a Colorado corporation, with principal
offices at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000
("Client"), and Xxx X. Xxxxxxxxx, with offices at 0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 ("Attorney").
1. Retainer. Client retains Attorney as Client's special securities
counsel from the date of this Agreement until terminated as provided in
this Agreement.
2. Nature of Services. The services to be rendered by Attorney under
this Agreement shall be all those necessary or proper for compliance by
Client with federal and/or state securities laws.
3. Performance of Services. Attorney agrees to use best efforts to
perform all services required in connection with this engagement in a
competent and timely manner. Client acknowledges that such performance
depends, in part, upon the prompt receipt of documentation, information,
authorizations, and instructions from its agents, the prompt review and
execution of documents, and the cooperation of Client in general.
4. Attorney's Compensation. Client agrees to pay professional fees for
Attorney's services including, but not limited to, the preparation, review,
and analysis of documents and correspondence, research, preparation for and
appearance at meetings and conferences, travel to and from such meetings,
and telephone conversations with Client and others. Client also agrees to
pay for fees for administrative services provided specifically on the
behalf of Client by any non-professional employees of Attorney.
Administrative services include paralegal services, word processing,
typing, records maintenance, research, delivery, and other similar
services.
Hourly billing rates of $300 per hour for partner services, $100 to
$125 per hour for associate services, and $35 for administrative staff
persons will be used in increments of one-tenth of an hour. These rates
may change from time to time.
Attorney's compensation shall be payable in 30,000 shares of Client's
Class A Common Stock, registered on a Form S-8 registration statement,
payable as soon as practicable after execution of this Agreement by Client.
Attorney shall use every reasonable effort to realize the highest value
possible for the shares.
5. Costs Advanced. Client also agrees to pay for costs advanced.
Costs advanced include filing fees, delivery and air freight charges,
postage, photocopying costs, computer research time, long distance
telephone calls, and other costs and expenses advanced on the behalf of
Client. In some instances, costs may be billed directly to Client or
requested in advance.
6. Statements. Monthly statements will be provided to Client
indicating the balance due. Statements will be itemized to Client's
specifications. Amounts received from Client will be applied to the
balance then due, and Client will be obligated to pay any amounts due in
excess of amounts received by Attorney.
To the extent that any retainer or credit balance is exhausted and a
balance due on a statement is unpaid after the end of the month in which
the statement is rendered, such balance will be subject to a FINANCE CHARGE
at the periodic rate of 1-1/2% per month (corresponding to an ANNUAL
PERCENTAGE RATE of 18%) until paid.
7. Termination. Client may terminate this Agreement by notifying
Attorney at any time in writing. Attorney may terminate this engagement if
Client fails to pay statements within a reasonable time, fails to
cooperate, or for any other just reason.
8. Governing Law; Performance. This agreement is entered into, and is
to be performed in, the City and County of Denver. It sets forth the
entire agreement and understanding, and supersedes all prior agreements and
understandings between Client and Attorney.
Client Attorney
CLASSIC RESTAURANTS
INTERNATIONAL, INC.
By:/s/ Xxxxx X. Xxxx /s/ Xxx X. Xxxxxxxxx
Xxxxx X. Xxxx, President Xxx X. Xxxxxxxxx
