FEE AGREEMENT
Exhibit
10.11
This
FEE
AGREEMENT will set forth our agreement with regard to services to be provided
by
X. XXXXX & COMPANY, P.C. We, XXXXXX.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.
Charges
for services identified within this FEE AGREEMENT will be billed on a
time-expended basis at the following hourly rates:
|
(a)
Xxxxx X. Xxxxx, CPA
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$100
per hour
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|
(b)
Xxxxx X. XxXxxx, CPA
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$100
per hour
|
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(d)
Xxxxxx Xxxx
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$75
per hour
|
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(e)
Xxxx Xxxxxx
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$75
per hour
|
|
(f)
Xxxx X. Xxxx
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$75
per hour
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The
Firm
reserves the right to request a retainer, normally in the amount of 50% of
total
projected fees associated with its services 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.
The
Firm
hereby states that it will not incur billable time in excess of $41,600 in
any
12 month period under the terms of this FEE AGREEMENT, for all normally
scheduled SEC filings on Form 10-K, Form 10-Q or in the event a Form S-1 or
Form
SB-2 is filed by the Company. If the Firm determines billable time above $41,600
is possible, it will inform the Company of this development immediately and
will
not xxxx for time incurred above $41,600 unless prior consent is given by the
Company. However, if the Company’s revenues or total assets, as determined at
each quarterly period, increase more than 50% quarter over quarter in any
period, or the Company executes any significant merger or acquisition, defined
as a transaction with any entity whose assets or revenues equal 20% of the
Company’s assets or revenues in the most recent fiscal year, this paragraph
shall be considered null and void by both parties.
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 has offered and Xxxxx Xxxxx has accepted the position
of Chief Financial Officer of the Company, to be effective upon the Company’s
approval at a meeting of the board of directors or by board resolution. The
term
will be for a two year period. Xx. Xxxxx will fulfill the following
responsibilities:
| · |
Oversight
for accounting purposes, for all Form S-1 or Form SB-2 filings with
the
SEC, preparation of financial statements and other financial data
to be
included in such filings
|
| · |
Representation
of the Company for accounting purposes, in any communications or
negotiations with the SEC with regard to Form S-1 or Form SB-2
filings.
|
| · |
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
|
Payment
for services rendered by the Firm and its employees will be paid in U.S.
dollars. However, if Xxxxx X. Xxxxx is confirmed as Chief Financial Officer
of
the Company, the Company will issue Xxxxx X. Xxxxx a stock award of 78,425
shares of the Company’s common stock to be restricted under SEC rule 144. The
Company has determined the stock award based on a $2.00 price per share of
common stock which results in total compensation for Xxxxx X. Xxxxx as Chief
Financial Officer of $156,850. 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.
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 26th
day of
February, 2008.
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XXXXXX.XXX,
INC.
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X.
XXXXX & COMPANY, P.C.
|
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By:
__________________________________
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By:
____________________________________
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Name:
Xxx Xxx
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Name:
Xxxxx X. Xxxxx, CPA
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Title:
CEO
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Title:
President
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