LEGAL RETENTION AGREEMENT
This Legal Retention Agreement (the "Agreement") is entered as of the 24th day
of March 2003, between Multi-Tech International, Inc. and Xxxxxxxx Xxxxxxx, an
individual having an address 00 Xxxxx Xxxxx, Xxxxxxxx Xxxxx, XX 00000
(hereinafter referred to as the "Attorney").
WITNESSETH
WHEREAS, the Attorney has been providing ongoing legal and consulting
services to the Company and payments previously made to the attorney as a
retainer have been utlized; and
WHEREAS, the Company desires to continue to retain the services of
Attorney; and
WHEREAS, in order to retain the services of Attorneys, the Company wishes
to grant to Attorney Shares in the Company, $.01 par values, of the Company;
ACCORDINGLY, in consideration of the foregoing, the mutual promises
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the
Attorney, intending to be legally bound, hereby agree as follows:
1. Services. Attorney will provide the Company with legal and advisory
services, including guiding the company in structuring its corporate
structure in connection with ongoing corporate transactions.
2. Grant of Shares: The Company hereby grants to Attorney 35,000 shares
of the Company registered pursuant to a Form S-8, and 35,000 restricted
shares in the company as a retainer for services to be rendered by
Attorney under this Agreement. The Company shall promptly take action
to register such shares on Form S-8 and deliver such shares to
Attorney.
3. Condition Precedent. As a condition to earning the Shares of the
Company pursuant to paragraph 1 above, Attorney must use or continue
to use his best lawful effort for the benefit of the Company and its
Subsidiaries. The Company acknowledges that Attorney's role is a part
time position, involving advice and consultation to the Company as an
Attorney.
4. Parties Bound. This Agreement shall be binding upon and insure to the
benefit of the parties hereto and their respective successors and
assigns, and all references herein to either the Company or the
Attorney shall de deemed to include any successor or successors,
whether immediate or remote.
5. Governing Law and Enforcement. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the United
State of America and the State of New York. This Agreement was
executed, delivers and is to be performed in New York, NY. Should
any clause, sentence or section of this Agreement be judicially or
administratively determined to be invalid, unenforceable or void by
the laws of the State of New York or any agency or subdivision
thereof, such decision shall not have the effect of invalidating or
voiding any it her clause, sentence or section of this Agreement and
the parties hereto agree that the part or parts of this Agreement so
held to be invalid, unenforceable or void, shall be deemed to have
been deleted here from and all other clause, sentences and sections
shall have the same force and effect as if such invalid or
unenforceable part or parts had never been included herein.
6. Captions. The headings or captions of this Agreement have been
include for ease of reference only and are not to be considered in
the construction or interpretation of this Agreement or any section
or clause contained herein or therein.
7. Amendments. This Agreement may not be modified, amended or
terminated except by another agreement in writing executed by the
parties hereto.
8. Counterparts. This Agreement may be signed in one or more
counterparts with the same effect as if the parties signed the same
document. All counterparts shall be construed together and shall
constitute one instrument.
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the
date and year first above written.
Multi-Tech International, Inc.,
A Nevada corporation
By: /s/ Xxxx X. Xxxxxxx, III
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Xxxx X. Xxxxxxx, III, President
/s/ Xxxxxxxx X. Xxxxxxx, Esq
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Xxxxxxxx X. Xxxxxxx, Esq
