--------------------------------------------------------------------------------
Exhibit 6.4
Attorney Disclosure and Special Relationship Agreement
Xxxxxxx Xxxxxxx
General Counsel
--------------------------------------------------------------------------------
61
ATTORNEY DISCLOSURE AND
SPECIAL RELATIONSHIP AGREEMENT
Xxxxxxx Xxxxxxx
ATTORNEY AT LAW
This Agreement is made by and between INTREPID INTERNATIONAL, LTD., a Nevada
Corporation, (hereafter "Intrepid"), and EWORLD TRAVEL CORP. a Nevada
Corporation, (hereafter "Intrepid- Client"), and XXXXXXX XXXXXXX, Intrepid's
General Counsel, and dated December 15, 1998. In consideration of the mutual
promises contained herein, and on the terms and conditions herein set forth, the
parties agree as follows:
A. SUMMARY.
eWorld Travel Corp. has employed Intrepid International, Ltd. to perform
certain financial services to Client, some of which services are to be provided
for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full written disclosure, and to define the special character of both the
ostensible and actual relationships between the parties.
XXXXXXX XXXXXXX is actually General Counsel of Intrepid International, Ltd.
XXXXXXX XXXXXXX will be authorized by this agreement to act as ostensible
General Counsel for eWorld Travel Corp. for a limited time and with limited
authority.
B. RECITALS
1. Intrepid Retainer Agreement. Intrepid International, Ltd. is or will be
hereby retained as financial services consul- tants for the
Intrepid-Client, pursuant to that certain FINANCIAL SERVICES CONSULTING
AGREEMENT of even date here- with. Among the services contemplated to be
provided by that Agreement are the continuing services of its General
Counsel XXXXXXX XXXXXXX, attorney at law, as Counsel for the Intrep-
id-Client.
2. Intrepid General Counsel. Xxxxxxx Xxxxxxx, attorney at law, is General
Counsel to Intrepid, first and foremost and always, and this paramount
status and relationship has been and is hereby fully disclosed, in
connection with the Intrepid-Client's consideration of the potential
continuing services of Xxxxxxx Xxxxxxx as General Counsel with Limited
Authority, in connection with, and only
62
Attorney Disclosure and
Special Relationship Agreement
Xxxxxxx Xxxxxxx
ATTORNEY AT LAW Page 63
in connection with the services requested and agreed to between Intrepid
and the Intrepid-Client, for an agreed transitional period of 60 days.
3. Definition of "General Counsel with Limited Authority". As used in this
Attorney Disclosure Agreement, this expres- sion shall have the following
meaning, consistently and without exception: Intrepid General Counsel is
authorized, where appropriate to employ the designation "General Counsel"
or "Corporate Counsel" for the Intrepid-Client, in connection with, and
only in connection with services to and for the Intrepid-Client requested
by the Intrepid-Client to be performed by Intrepid pursuant to the
FINANCIAL SERVICES CONSULTING AGREEMENT of even date herewith. Intrepid
General Counsel, acting as Ostensible General Counsel for Intrepid Client
shall focus primarily on reorganizational and transi- tional matters.
Intrepid Counsel acting as General Counsel to the Client will not take
action which is not authorized by the Intrepid-Client and Intrepid Jointly,
nor represent to any person any general authority to speak for or bind the
Intrepid-Client in any manner not approved by Intrepid-Client and Intrepid
Jointly. This relationship is intended to exist for 60 days, unless
extended by the parties."
4. Intrepid-Client's right to decline the relationship. The Intrepid-Client
has been informed, and is informed hereby, that the Intrepid-Client is not
required to join in the special relationship disclosed and defined herein.
Intrepid- Client may employ or require its own counsel or independent
counsel for any and all purposes at its expense and in addition to its
obligations to Intrepid. The Intrepid-Client is advised to retain its own
counsel, as appropriate, to review and advise the Intrepid-Client as to any
matter arising from its relationship to Intrepid or Intrepid's Counsel.
5. Management's Preference. It is the desire of sophisticat- ed management
that the unnecessary expense of cumulative counsel with respect to purely
technical matters is not warranted, necessary or appropriate, with respect
to the limited authority and scope of the Ostensible Counsel relationship,
as defined, and that no conflict of interest exists or is likely to arise
from the strict and precise observance of that relationship as defined.
Accordingly management understands, accepts and affirmatively requests such
an arrangement.
A. OSTENSIBLE GENERAL COUNSEL AGREEMENT
1. Ostensible Counsel. The Intrepid-Client and Intrepid Counsel hereby
agree and adopt that special technical relationship of Ostensible General
Counsel with Limited Authority as defined hereinabove, for the sole and
separate purpose of allowing Intrepid Counsel to perform services
appropriate to the services of Intrepid requested by the Intrepid-Client.
2. Xxxxxxxx. Special Counsel (Intrepid's Counsel) shall invoice and xxxx
applicable time and services to Intrepid, separately with respect to
matters applicable to this Intrepid-Client. Time shall be billable at
$250.00/hr, and such incidental secretarial services shall be billable at
$85.00/hr, as may be reasonably and necessarily performed by its secretary.
Additional services may be performed by
63
Attorney Disclosure and
Special Relationship Agreement
Xxxxxxx Xxxxxxx
ATTORNEY AT LAW Page 64
subcontractor attorneys, subject to arrangements approved by the
Intrepid-Client in advance. Intrepid shall be responsi- ble, as between
Intrepid and its counsel, for the compensa- tion and discharge of its
Counsel's xxxxxxxx. Intrepid shall include Counsel's segregated xxxxxxxx
along with its own, and, as between Intrepid and the Intrepid-Client, the
Intrepid-Client shall be responsible to Intrepid for the total of its own
and Counsel's xxxxxxxx.
3. Termination. The terms of this agreement may be termi- nate by either
Intrepid-Client or by Ostensible at any time upon written or other
reasonable notice to the other.
4. Miscellaneous This agreement sets forth the entire agreement and
understanding between the parties and super- sedes all prior discussions,
agreements and understandings, if any, of any and every kind and nature,
between them. This agreement is made and shall be construed and interpreted
according to the laws of the Intrepid-Client's place of Incorporation if
that be Nevada or Texas, and if not, pursuant to the laws of the State of
Nevada.
64
Attorney Disclosure and
Special Relationship Agreement
Xxxxxxx Xxxxxxx
ATTORNEY AT LAW Page 65
Accordingly the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.
Intrepid International, Ltd.
by
/s/ /s/
----------------------------- -------------------------------
Xxxx X. Xxxxx, President Xxxxxxx Xxxxxxx
attorney at law
The above is understood and agreed to and I state under the penalties of perjury
that I am authorized to execute this letter agreement:
eWorld Travel Corp.
Date: 12/15/98 By: /s/
----------------------- -------------------------------
Xxxxxx Yakimishyn, President
65
