Noel E. Guardi, Attorney at Law 99 ROCKY RIDGE ROAD, P.O. BOX 381 PINECLIFFE, COLORADO 80471 TELEPHONE: 303-969-8886 FAX:303-969-8887 SECLAWYER@IONSKY.COM November 30, 2006
Xxxx X. Xxxxxx, Attorney at Law
00 XXXXX XXXXX
XXXX, X.X. XXX 000
XXXXXXXXXX, XXXXXXXX 00000
TELEPHONE: 000-000-0000
FAX:000-000-0000
XXXXXXXXX@XXXXXX.XXX
November 30, 2006
Xx. Xxxxxxx Xxxxxx, Chief Executive Officer
Banyan
Corporation
Xxxxx 000, 0000 Xxxxx Xxxxx X.X.
Xxxxxxx, Xxxxxxx, Xxxxxx X0X
0X0
Dear Xx. Xxxxxx:
You have asked me to provide legal consulting services to Banyan Corporation (“you” or the “Company“) in connection with certain litigation matters, particularly Xxxxxxx. v. Banyan Corporation, in El Paso County, Colorado District Court. In addition, you would like to make a remittance for a balance due for professional services related to SEC reporting and related matters pursuant to our legal service agreement dated November 30, 2005. To avoid misunderstandings, I have prepared this summary of our agreement for your approval.
You agree to pay hourly fees for legal consulting services rendered at my prevailing rate per hour expended on your behalf. Upon signing of this agreement, a fee of 10,000,000 shares of the Company’s Common Stock, no par value (the “Shares”) shall become due and payable. This fee includes a reasonable retainer for services to be rendered. The Company shall file promptly a Registration Statement on Form S-8 with the United States Securities Exchange Commission to cover the resale of the Shares to the public. Promptly after the effective date of said registration statement, the Shares will be delivered without restrictive legend as designated. The Company will bear the costs of the registration and issuance of the Shares.
From time to time, the Shares and/or the proceeds from the sale of the Shares shall be applied from trust to the balance due for professional fees and disbursements, including the balance due for professional fees and disbursements incurred prior to the date hereof. To the extent the Shares and the proceeds from the Shares exceed the balance due for professional fees and disbursements, such excess shall be held in trust for the benefit of the Company. To the extent the Shares and the proceeds from the Shares do not exceed the balance due for professional fees and disbursements the difference shall remain outstanding.
Xx. Xxxxxxx Xxxxxx
Banyan Corporation
November 30, 2006
Page 2
You also agree to pay for disbursements. Disbursements include, among other things, delivery and airfreight charges, postage, photocopying costs, court costs, computer research time, long distance telephone charges, and other costs and expenses advanced on your behalf. In some instances, costs may be billed directly to you or requested in advance and not advanced by me.
I will render monthly statements reflecting the balance due for professional fees and disbursements, the proceeds from the sale of the Shares, and the balance due, if any. The balance due shall be payable upon receipt of the statement. Unpaid balances hereunder shall bear interest at the rate of 12% per annum simple interest.
I agree to use my best efforts to perform all services required in connection with my engagement in a professional, competent and timely manner. You acknowledge that such performance depends, in part, upon the prompt receipt of documentation, information, authorizations and instructions from you, your prompt review and execution of documents, and your cooperation in general.
You may terminate my engagement at any time for any reason. I may terminate the engagement by notifying you in writing if you fail to pay as agreed or do not cooperate with me or for any other just reason. In the event of termination of this agreement, I will promptly remit a statement indicating the then current balance due or remit the credit balance (Shares or cash), if any, in your account.
I appreciate your confidence and look forward to working with you. If the foregoing correctly sets forth our understanding, please sign and return the enclosed copy of this letter.
Very truly yours,
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, Esq.
Agreed to and accepted this 30th day of November 2006.
BANYAN CORPORATION
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Chief Executive Officer
