EXHIBIT 6
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FS CAPITAL MARKETS GROUP INC. - CLIENT FEE CONTRACT
This FS CAPITAL MARKETS GROUP INC. (FSCMG)- CLIENT FEE CONTRACT
(Contract) is entered into by and between Xxxxxx Technologies
(Canada) Inc., an Alberta, Canada corporation, hereinafter referred
to as "Client"; and FS Capital Markets Group Inc. (FSCMG), a
Delaware corporation, on October 13, 2000.
1. CONDITIONS: This Contract will not take effect and FSCMG
will have no obligation to provide financial advisory services as
stated under paragraph 2 -- Scope of Service, until Client returns a
signed copy of this Contract and pay the retainer, cash and equity
fees called for under paragraph 4.
2. SCOPE OF SERVICE: Client hires FSCMG to provide financial
advisory services with reference to: the registration of securities
on Form 10-SB under the United States Securities Exchange Act of
1934 to be prepared and thereafter filed with the U.S. Securities
and Exchange Commission; and 15c-211 (NASD Form 211) application
through a sponsoring market maker for NASD OTC Bulletin Board
trading.
All work shall include responses to all SEC and state
regulators' comments, and shall include all necessary telephone
contact with client, client's representatives, market makers, and
state and federal regulatory agencies.
3. CLIENT'S DUTIES: Client shall be truthful with FSCMG,
cooperate with FSCMG and, keep FSCMG informed of developments, abide
by this Contract, pay FSCMG's bills on time and keep FSCMG advised
of Client's address, telephone number and whereabouts.
4. RETAINER, CASH AND EQUITY FEES: Client agrees to pay a
retainer fee of US$5,000 upon the signing of this Contract. Client
further agrees to pay a cash fee of US$10,000.00, for services under
this contract to be paid within 30 days from the date of this
Contract by bank wire transfer. The cash fee shall cover all of
FSCMG expenses. In addition to the cash fee, Client shall pay an
equity fee by issuing 3% (the "equity fee shares") of all shares of
common stock issued and outstanding as of the date of this Contract
to FSCMG. 2. FSCMG shall have no obligation whatsoever to provide
the services to Client until the cash and equity fees are paid in
full. Unless the fees retained would be unconscionable, the fees
are earned upon receipt, and no portion of it will be refunded once
any substantial services have been performed.
5. COSTS AND EXPENSES: In addition to paying legal fees of not
more than US$5000 to a securities attorney which FSCMG will
introduce to Client, Client shall be responsible for all costs
incurred herein, including, but not limited to filing fees and
printing costs. FSCMG shall inform Client of the amount of said
costs, and Client shall pay them directly to the provider of the
services. FSCMG agrees to make a reasonable effort to confer with
the Client about incurring various costs which might be necessary to
pursue this action. Client agrees that, to the extent that FSCMG
confers with Client with respect to incurring costs, Client has an
option as to whether or not the Client wishes to incur such costs.
However, the Client also understands and agrees that if Client does
not wish to incur certain costs, neither FSCMG nor any person acting
on his behalf has any responsibility for advancing such costs even
if failure to do so would jeopardize this action.
Client further understands and agrees that in the course of
this action it may sometimes be impracticable for FSCMG to obtain
Client's approval prior to incurring certain costs. Client hereby
authorizes FSCMG to advance costs on behalf of Client not to exceed
the sum of US$500.00 for any one item of costs without the prior
approval of Client. The Client understands and agrees that while
FSCMG may choose to advance such costs, neither they nor any person
acting on his behalf has any obligation to do so even if failure to
do so would jeopardize this action. Client shall reimburse FSCMG
for any advanced costs as such costs are billed to Client.
6. DISCHARGE AND WITHDRAWAL: Client may discharge FSCMG at any
time. FSCMG may withdraw with client's consent or for good cause.
Good cause includes, but is not limited to, Client's breach of this
Contract, Client's refusal to cooperate with FSCMG or to follow
FSCMG's advice on a material matter or any other fact or
circumstance that would render FSCMG's continuing representation
unlawful or unethical.
In the event that Client discharges FSCMG and requests Client's
file from FSCMG, said file shall promptly be made available for
Client subject to the provisions of paragraph 12. Client is advised
FSCMG is self insured and maintains no errors and omissions
insurance coverage applicable to the services rendered.
7. CONCLUSION OF SERVICES: When FSCMG's services conclude, all
unpaid charges shall become immediately due and payable.
8. DISCLAIMER OF GUARANTEE: Nothing in the Contract and
nothing in FSCMG's statements to Client will be construed as a
promise or guarantee about the outcome of Client's matter. FSCMG
makes no such promises or guarantees. FSCMG's comments about the
outcome of Client's matter are expressions of opinion only.
9. RETURN OF CLIENT'S FILE AND PROPERTY; In the event that
Client requests the Client's file or property from FSCMG, either
because Client discharges the FSCMG; because the matter is
concluded, or for any other reason, said file and property shall
promptly be made available for Client. FSCMG's attorneys shall have
a reasonable time to copy the Client's file and the Client agrees to
pay the reasonable and actual charges therefor, not to exceed the
sum of twenty-five cents (US$0.25) per page. Client further agrees
to pay the reasonable and actual charges for all shipping and /or
postage costs to be incurred in the delivery of Client's file and
property to Client from FSCMG.
10. LEGAL ACTION UNDER THIS CONTRACT: In the event that any
legal action is necessary to collect any amounts due and owing
under this contract, the prevailing party shall be entitled to all
costs of suit, including reasonable FSCMG's fees incurred therein.
11. EFFECTIVE DATE: This Contract will take effect when Client
has performed the conditions stated in paragraph 1, but its
effective date will be retroactive to the date FSCMG first provided
services. The date at the beginning of this Contract is for
reference only. Even if this Contract does not take effect, Client
will be obligated to pay the reasonable value of any services FSCMG
may have preformed for Client.
12. ERRORS & OMISSIONS INSURANCE: Client hereby acknowledges
that FSCMG carries no errors and omissions insurance which covers
the services contemplated herein.
Dated: October 13, 2000 FS CAPITAL MARKETS GROUP INC.
/s/ Xxxxxxx Xxx
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By: Xxxxxxx Xxx
Vice President
Dated: October 13, 2000 XXXXXX TECHNOLOGIES (CANADA) INC.
/s/ Xxxxxxx Xxxxx
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By: Xxxxxxx Xxxxx
President
