EXHIBIT 5.30
Mr. Xxxx XxXxxx
President and CEO
XXXxxxxxx.xxx, Inc.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx XX X0X 0X0
Dear Xxxx:
This letter, when accepted on behalf of XXXxxxxxx.xxx (the "Company") as
provided below, will constitute the agreement with respect to the engagement of
Sitrick And Company, Inc., a California corporation ("Sitrick") as corporate
communications advisor, specialist and consultant on the following terms and
conditions:
1. The Company, effective as of October 6, 1999, has retained Xxxxxxx to
provide advice and public relations services.
2. Company shall pay Xxxxxxx a non-refundable retainer of $15,000 in cash In
addition, in the event that the Company continues to retain Sitrick after
90 days of the date of this Agreement, then the Company will issue 5000
common shares to Sitrick in each of the months of January, 2000, and
February, 2000, for a total of 10,000 common shares. Such shares will have
piggy-back registration rights prorata with other rights holders, without
cost or expense.
Xxxxxxx'x time charges will be billed against the retainer at the hourly
rate range of $150 to $460, depending on the person performing the
services. When the retainer has been applied against time charges,
additional time charges in any year will be billed as incurred and are
payable within twenty days after receipt. Charges are computed on a
portal-to-portal basis for any travel time for meetings held outside of
Xxxxxxx'x offices. Time is billed by Xxxxxxx in increments of one-quarter
of an hour.
Please review our bills each month upon receipt. If you have any
questions, please feel free to call. However, unless you make some
objection to me in writing within twenty days of receipt of the bill, it
will be presumed you have no objections to it and agree to its
reasonableness and conformity to our agreement.
3. The Company shall reimburse Sitrick within twenty days of receipt of
invoice for reasonable out of pocket costs and expenses incurred by Xxxxxxx
in connection with its engagement hereunder, including , travel costs,
production costs, long distance and photocopy charges, advertisements and
other out-of-pocket costs and expenses. Expenses greater than $250 must
have prior approval. Reimbursable costs are not applied against the
retainer and will be billed monthly by Xxxxxxx.
4. Xxxxxxx'x engagement hereunder may be terminated by either party on 30 days
prior written notice. All provisions of this letter relating to the
payment of fees and expenses and indemnification, including issuance of
stock and piggy-back rights, will survive any termination of the engagement
by either party.
5. In the event any employee of Xxxxxxx is required or requested to
participate or provide testimony or other evidence in any action,
arbitration or other proceeding relating, directly or indirectly, to our
engagement, whether or not our engagement has been terminated, the Company
shall pay Xxxxxxx for the time spent in preparing for and providing such
participation or testimony, at Xxxxxxx'x then standard billing rates, and
for any costs and expenses incurred in connection therewith.
6. Company agrees to indemnify and hold harmless Sitrick, its shareholders,
officers, directors, employees and agents (each such entity or person being
referred to as an "Indemnified Person") from and against
October 6, 1999
Page 2
any and all losses, claims, damages, liabilities, costs and expenses
(including, but not limited to, reasonable attorney's fees) which any
Indemnified Person may be subject to or incur in connection with the
services to be rendered by Xxxxxxx to Company. This paragraph shall not
apply to any such losses, claims, damages, liabilities, costs or expenses
of any Indemnified Person that are judicially determined to have resulted
from Xxxxxxx'x or such other Indemnified Person's gross negligence or
willful misconduct.
7. Each of the parties hereto agrees to keep this letter agreement, and the
terms and conditions hereof, strictly confidential, except only as may be
necessary to enforce this letter, and as may be required by law or
regulation including compliance with all regulations of the Securities and
Exchange Commission. Each of the parties agrees not to solicit for
employment, nor employ, any employee of the other during the pending of
Xxxxxxx'x engagement and for a period of two years thereafter. Any sums
not paid to Sitrick within ten days when due shall bear interest at the
rate of ten percent per annum. If action be commenced to enforce any
provision of this letter agreement, the prevailing party shall be entitled
to reasonable attorney fees. Any controversy, claim or dispute relating to
this letter agreement shall be resolved by binding arbitration in
accordance with the rules of the American Arbitration Association pursuant
to an arbitration conducted in Los Angeles County, California. Judgment
upon such arbitration may be entered in the Superior Court for Los Angeles,
County, California, which the parties agree has, and hereby consent to,
jurisdiction over all such matters. This letter agreement shall be
interpreted and enforced in accordance with the substantive laws of the
State of California applicable to contracts made and to be performed
therein.
Very truly yours,
Sitrick And Company
By /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Xxxxxxx Xxxxxxx, Chairman
and Chief Executive Officer
Agreed to and accepted this
________ day of ________________
"Company"
________________________________
By /s/ Xxxx XxXxxx
------------------------------
Mr. Xxxx XxXxxx
October 6, 1999
Page 3
President and CEO
XXXxxxxxx.xxx
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx XX X0X 0X0
Re: XXXxxxxxx.xxx
INVOICE
Retainer for the period beginning:
October 6, 1999.................................$15,000.00
TOTAL DUE.......................................$15,000.00
Please wire transfer funds to:
SITRICK AND COMPANY, INC.
CITY NATIONAL BANK HEADQUARTERS
Beverly Hills, California
ABA # 000000000
Credit A/C 019-416127
CENTURY CITY OFFICE
Attn. Xxxxx Xxxxx
Phone (000) 000-0000
or
Please make check payable to:
SITRICK AND COMPANY
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
(000) 000-0000
Fed. ID No. 00-0000000
