FEE AGREEMENT
Exhibit
10.1
This
FEE
AGREEMENT will set forth our agreement with regard to services to be provided
by
X. XXXXX & COMPANY, P.C. We, XxXxxxX.xxx, INC. of 9/F.Beijing Business
World, 00 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxx, Xxxxxxx 000000, Xxxxx (the
“Company”), hereby agree to retain X. XXXXX & COMPANY, P.C. (the
“Firm”), in connection with the provision of accounting and SEC
accounting-related compliance services. The scope and nature of this
representation may be modified in the future, but only as the Company and
the
Firm may jointly agree.
1.
The
Firm agrees to provide accounting and SEC accounting-related compliance services
in connection with the above matters and to keep the Company fully informed
of
significant developments, and to send copies of documents necessary to achieve
that purpose.
Additional
charges for services not specifically identified within this FEE AGREEMENT
will
be billed on a time-expended basis at the following hourly rates:
|
(a)
Xxxxx X. Xxxxx, CPA
|
$150
per hour
|
|
(b)
Xxxxx X. XxXxxx, CPA
|
$150
per hour
|
|
(c)
Xxxx X. Xxxx
|
$75
per hour
|
|
(c)
Xxxxxxx X. Xxxxxxxxxxx
|
$75
per hour
|
The
Firm
reserves the right to request a retainer, normally in the amount of 50% of
total
projected fees associated with its services to the Company for quarterly
and
annual filings with the SEC. Such retainer is expected to be paid prior to
the
start of work by the Firm. Any hourly rates quoted above are subject to change,
but only by prior written notification to the Company, after six months have
passed from the date of this agreement.
2.
All
bills for services rendered and expenses incurred but not specifically
identified within this FEE AGREEMENT will be delivered on a monthly basis
and
are due and payable upon receipt. Failure to pay bills promptly will permit
the
Firm, after notice to the Company, to terminate representation of the Company
as
permitted by applicable rules and law.
3.
The
time charges include but are not limited to telephone conferences, telephone
calls to and from the Company, office conferences, technical accounting
research, representation before the SEC or other governing body, review of
file
materials and documents sent or received, drafting of correspondence,
memorandums, and preparation for conferences.
4.
The
Firm and Company state that no results have been guaranteed by the Firm to
the
Company and that this agreement is not based upon any such promises or
anticipated results.
5.
If the
Company fails to pay any xxxx within 30 days of receipt, compound interest
will
be paid at the rate of 1.0% per month.
6.
The
Company understands that the representation described in this agreement will
end
when the Firm sends the Company its final xxxx for services rendered in
connection with the above matters or in the event that the Firm withdraws
from
representation of the Company with or without cause pursuant to Section 8
below.
7.
The
Firm reserves the right to withdraw from its representation of the Company
with
the Company’s consent or for good cause without it. Good cause may include the
Company’s failure to honor the terms of this agreement, pay amounts billed in a
timely manner, cooperate or follow the Firm’s advice on a material matter, or
any fact or circumstance that would, in the Firm’s view, impair an effective
Company relationship or would render the Firm’s continuing representation
unlawful or unethical. If the Firm elects to do so, the Company will take
all
steps necessary to free the Firm of any obligation to perform further, including
the execution of any documents necessary to complete its withdrawal, and
the
Firm will be entitled to be paid for all services rendered and disbursements
and
other charges made or incurred on behalf of the Company up to the date of
withdrawal.
8.
To
enable the Firm effectively to render services, the Company agrees to fully
and
accurately disclose to the Firm all facts that may be relevant to the matters
or
that the Firm may otherwise request, and to keep the Firm apprised of
developments relating to the matters. The Company also will assist and cooperate
with the Firm as appropriate in dealing with the matters.
9.
This
agreement is governed, construed and interpreted in accordance with the laws
of
the State of Massachusetts, USA.
10.
Neither party may assign its rights under this FEE AGREEMENT without the
prior
written consent of the other party. This FEE AGREEMENT will be binding on
and
for the benefit of the parties and their respective successors and permitted
assigns.
11.
This
FEE AGREEMENT may not be modified or amended except by an instrument in writing
signed by both parties.
12.
This
FEE AGREEMENT constitutes the complete and exclusive statement of the mutual
understanding of the parties with respect to its subject matter. This FEE
AGREEMENT supersedes any and all prior or contemporaneous understandings,
representations, or other communication between the parties of any sort,
whether
written or oral, with respect to its subject matter.
13.
This
FEE AGREEMENT constitutes the complete and exclusive statement of the mutual
understanding of the parties with respect to its subject matter. This FEE
AGREEMENT supersedes any and all prior or contemporaneous understandings,
representations, or other communication between the parties of any sort,
whether
written or oral, with respect to its subject matter.
14.
Additionally, the Company anticipates that the current Chief Financial Officer
of XxxxxxX.xxx will resign from the position in October or November, 2007.
Upon
the resignation of the current Chief Financial Officer, Xxxxx X. Xxxxx, the
Firm’s founder, will accept the role of Chief Financial Officer of the Company
for an initial term of two years and will fulfill the following
responsibilities:
| · |
Management
of all communications with the auditors, with minimal intrusion to
the
Company’s management
|
| · |
Oversee
the preparation, finalizing of the Company’s quarterly and annual
financial statements and Form 10Q, Form
10K
|
| · |
Oversee
and assist with the preparation of documents and/or data related
to debt
or equity financing actions
|
| · |
Review
and determine the best methods available to list the Company on a
more
significant and robust financial market
|
| · |
Provide
advisory services with regard to investment banking opportunities,
capital
structure and investor relations
|
| · |
Represent
the Company as a financial expert before the SEC or other regulatory
authorities
|
| · |
Serve
as the Company’s “audit committee financial expert” as defined by the
SEC
|
| · |
Oversee
the preparation of relevant tax returns with the Internal Revenue
Service
and any applicable state tax returns
|
Payment
for services rendered by the Firm and its employees will be paid in U.S.
dollars. However, if and once Xxxxx X. Xxxxx is appointed and confirmed as
Chief
Financial Officer of the Company, the Company will issue Xxxxx X. Xxxxx a
stock
award of 735,000 shares of the Company’s common stock to be restricted under SEC
rule 144. The Company has determined the stock award based on a $0.13 price
per
share of common stock which results in total compensation for Xxxxx X. Xxxxx
as
Chief Financial Officer of $95,550. Further, it is agreed that such shares
of
common stock will be restricted in that the shares of common stock are to
“vest”
over the initial two year term of this FEE AGREEMENT, beginning on the date
this
FEE AGREEMENT is signed below. Additionally, Xxxxx X. Xxxxx or the Company
may
terminate this FEE AGREEMENT or Xxxxx X. Xxxxx may resign or be terminated
by
the Company with immediate effect. Upon resignation or termination before
the
end of the two year term, if applicable, Xxxxx X. Xxxxx will return the pro-rata
unvested shares of common stock which are intended to vest over a two year
term
beginning with the date of this agreement.
The
shares of common stock are to be addressed and delivered to Xxxxx X. Xxxxx
as
follows:
Xxxxx
X.
Xxxxx
c/o
X.
Xxxxx & Company, P.C.
We,
the
Company and the Firm, have read this Fee Agreement and agree to its terms
and
have signed it as our free act and deed on this 4th
day of
October 2007.
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XXXXXXX.XXX,
INC.
|
X.
XXXXX & COMPANY, P.C.
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||||
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By:
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/s/
Xxxx Xxx
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By:
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/s/
Xxxxx X. Xxxxx
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||
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Name:
Xxxx Xxx
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Name:
Xxxxx X. Xxxxx, CPA
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||||
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Title:
President
|
Title:
President
|
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THIS IS A LEGALLY BINDING CONTRACT. YOU SHOULD ASK TO HAVE EACH TERM YOU DO NOT UNDERSTAND FULLY EXPLAINED TO YOU SO THAT YOU UNDERSTAND THE AGREEMENT YOU ARE MAKING.
