Exhibit 99.3
FEE AGREEMENT
This FEE AGREEMENT (the "Agreement") is between AuGRID Corporation (herein after
the "Client" or the "Company") having an address at, 0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, Xxxx 00000, and Xxxxxxx Xxxx ("Xxxx or Consultant") whose address is
0000 Xxxxxxxxx Xx., Xxxxxx Xxx., XX, 00000.
Cody has heretofore provided certain services to the Company and has agreed to
continue to provide necessary, non-promotional, services to Client with respect
to the day-to-day operation of the Company. This agreement is made subsequent to
services having been provided by Cody to the Company.
To protect both of the parties and to comply with professional obligations, we
have already discussed with each other and resolved any potential conflicts of
interest with present or former clients. The services, which Cody provides, are
in accordance with the following terms and conditions:
1. Services to be Rendered
Client has retained Cody for the purpose of assisting the Company in the conduct
of its business, including its day-to-day operations. It is contemplated that
the services to be rendered by Cody will include, but not necessarily be limited
to:
- Internal Auditing/Consulting
Cody's duties shall also consist of devoting hours as dictated by the Company
and it's projects.
2. Fees
Fees charged herein are based upon the reasonable value of Cody's services as
heretofore agreed to by the parties. Fees are based on the rates normally
charged by Cody.
Cody's normal fee will be waived in lieu of the corporation's lack of revenues.
It is anticipated that Client and Cody may agree on fixed fees for special
projects from time to time. The fee arrangements for special projects will be
agreed to in writing from time to time. The duration of this contract shall be
for twelve months and the company has the right to cancel the contract at any
time but must pay the consultant for services for the first three months in
advanced with no ability to rescind the contract for that three-month time frame
once this contract has started. After the first three months has ending the
Consultant shall be on a month-to-month payment schedule. The consultant
understands that if the Company is not happy with the services for any reason
the Company has the right to cancel this agreement any time previous to the
start of a new month of employment. After the first three months employment the
Consultants compensation shall be based on the current market price of the
Company's stock on the day of issuance. If the
Company does not renew this contract in writing by the 180th day then the
contract is deemed to be ended and all fees shall end.
Client and Cody have agreed that upon signing of this contract that a future S8
registration of shares for applicable services under such registration is
permissible under law and shall be considered by the company. The Company shall
at its discretion prior to the first payment and service cycle has been complete
have the right to either pay the Consultant in cash or stock for services if the
Company is in said position to pay in cash.
Client understands Cody's services as set forth herein and that any work
requested by the Company on other projects, which may be performed in the
future, will be separately billed at Cody's normal billing rate, including the
billing for services performed by Cody's assistants. Client further understands
that during the course of Cody's engagement, it may be necessary or advisable
for Cody to delegate various portions of this matter to others and Client agrees
to such delegation of tasks, and the payment of the cost thereof, as Cody may
believe is advisable or necessary.
Services performed subsequent to the signing of this agreement will be billed at
normal billing rates as set forth herein.
Cody has not been engaged to perform, nor will Cody agree to perform any
Investor Relations or Promotional services in connection with the services to be
provided to the Company. It is mutually understood and agreed that any fees for
services that are in connection with a capital raising transaction shall be paid
in cash.
3. Costs and Expenses
Client understands that in the course of any subsequent representation, it may
be necessary for Cody to incur certain costs or expenses. Client will reimburse
Cody for certain costs or expenses actually incurred and reasonably necessary
for completing the assigned matter, as long as the charges for costs and
expenses are competitive with other sources of the same products or services.
More particularly, Client will reimburse Cody in accordance with the following
guidelines:
A. Computer Related Expenses. Client will reimburse Cody
for computerized research and research services. However, any
charges over $500 will require prior approval. Client also
encourages Cody to utilize computer services, which will
enable Cody to more efficiently manage the project.
B. Travel. Client will reimburse Cody for expenses in
connection with out of town travel. However, Client will only
reimburse for economy class travel and, where necessary, for
the reasonable cost of a rental car. All related travel
expenses, i.e., lodging and meals, must be reasonable under
the circumstances.
C. Filing Fees & Court Costs. Client will reimburse Cody
for expenses incurred in connection with filing fees and court
costs, if any, but will not be responsible for sanctions or
penalties imposed due to the conduct of Cody.
4. Billing
Client agrees to satisfy Cody's fees by way of the issuance by the Client of
Three Million, Two Hundred Thousand (3,200,000) shares of Client's common stock
(the "Fee Shares"), which Fee Shares shall be issued in Cody's name, or as
designated by her, and delivered to Cody. Subsequent xxxxxxxx shall be paid
within twenty days of the billing date. Client shall have the option of paying
subsequent billing by issuing sufficient free trading shares to Cody which when
sold will satisfy the amount owed. Cody has not been engaged to perform, nor
will Cody agree to perform any services in connection with a capital raising
transaction in exchange for shares.
Registration of Client Shares
No later than six months following the date hereof as to the Fee Shares and the
Option, Client will cause such shares to be registered with the Securities and
Exchange Commission under a Form S-8 or other applicable registration statement,
and it shall cause such registration statement to remain effective at all time
while Cody holds such shares. At Cody's election, such shares may be issued
prior to registration in reliance on exemptions from registration provided by
Section 4(2) of the Securities Act of 1933 (the "33 Act"), Regulation D of the
'33 Act, and applicable state securities laws. Attached hereto as Exhibit A and
made a part hereof is Cody's Certificate re: Issuance of Shares pursuant to Form
S-8 Registration Statement.
5. Involvement of Client
Client expects to be kept closely involved with the progress of Cody's services
in this matter. Cody will keep Client informed of all material developments in
this matter, and, in the case of litigation or administrative proceedings will
provide sufficient notice to enable a representative to attend meetings,
conferences, hearings and other proceedings. A copy of all correspondence in the
course of Cody's services will be forwarded to Client.
There may be times when Cody will need to obtain information from Client. All
requests for access to documents, employees, or other information shall be
granted without unreasonable delay. At the conclusion of this matter, all
documents obtained shall be returned upon request.
6. Waiver of Certain Conflicts.
Because Cody's representation is limited in scope, Client has agreed that,
subject to conditions described below, Cody may represent, now and in the
future, other persons and entities. In particular, Client has agreed that while
Cody is representing Client in active pending matters, he may represent other
clients in any matter adverse to Client (or Client's affiliates), provided that
the matters (a) are not substantially related to active matters Cody is working
on for Client, (b) do not involve situations where Cody has obtained
confidential information from Client that is material to the new matter(s), and
(c) do not involve litigation against Client. In addition, if Cody's
representation of Client is terminated, he may thereafter represent others with
interests adverse to Client's interests (even in litigation), provided that the
representation does not involve confidential information Cody has obtained from
Client that is material to those matters. By executing this Agreement Client is
confirming the above and agreeing to waive any conflict of interest that arises
in such situations.
7. Termination
Client shall have the right to terminate Cody's engagement by written notice at
any time. Cody has the same right to terminate this engagement, subject to an
obligation to give Client reasonable notice to permit it to obtain alternative
representation or services and subject to applicable ethical provisions. Cody
will be expected to provide reasonable assistance in effecting a transfer of
responsibilities to the new firm. Terms of the termination have been set forth
in section 2 above.
8. Records and Files Retention.
All records and files will be retained and disposed of in compliance with Cody's
policy in effect from time-to-time. Subject to future changes, it is Cody's
current policy not to retain records relating to a matter for more than three
(3) years from the date the matter is opened. Upon your prior written request, I
will return records to you prior to their destruction. It is not
administratively feasible to advise you of the closing of a matter or the
disposal of records. It is recommended, therefore, that you maintain your own
files for reference at the conclusion of this matter. If you have any questions
concerning records retention policies, please contact Cody.
9. No Guarantee of Success.
It is impossible to provide any promise or guarantee about the outcome of
Client's matter. Nothing in this Agreement or any statements by Cody or his
assistants in dealing with the Client's matters constitute a promise or
guarantee. Any comments about the outcome of the Client's matters are
expressions of opinion only.
10. Cody's Fees.
This Agreement is governed by the laws of The State of Ohio and sets forth the
entire agreement between the parties for rendering of the services, including
professional services, which may occur pursuant to the terms of this agreement.
All prior agreements or understandings of the parties have been and are merged
herein. This agreement can be amended or modified only in writing. Each party
signing below is jointly and severally responsible for all obligations due to
Cody and represents that each has full authority to execute this Agreement so
that it is binding. This Agreement may be signed in one or more counterparts and
binds each party signing it whether or not any other proposed signatory ever
executes it. If any provision of this Agreement or the application thereof is
held invalid or unenforceable, the invalidity or unenforceability shall
not affect other provisions or applications, and to this end the provisions of
this Agreement are declared to be severable.
"Client"
AuGRID Corporation
0000 Xxxx 00xx Xxxxxx Xxxxxxxxx, Xxxx 00000
Dated: August 26, 2002
By: /s/ XX Xxxxxxx
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XX Xxxxxxx, CEO President
Dated: January 8, 2003
By: /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
EXHIBIT A
AUGRID CORPORATION
CERTIFICATE RE: ISSUANCE OF SHARES PURSUANT TO FORM S-8 REGISTRATION STATEMENT
The undersigned has recently entered into an agreement (the
"Agreement") with AuGRID Corporation, a Nevada corporation, (the "Company"),
which agreement is included as an exhibit to a Registration Statement on Form
S-8 to be filed with the U.S. Securities and Exchange Commission sometime during
the first six months of 2003.
The undersigned certifies to the Company that the services provided, or to be
provided, to the Company pursuant to the Agreement are bona fide services to the
Company and such services are not in connection with the offer or sale of
securities in a capital-raising transaction, and do not directly or indirectly
promote or maintain a market for the Company's securities.
The undersigned hereby expressly acknowledges that any information
provided, or to be provided, to the undersigned, or any employee or affiliate of
the undersigned, in connection with the services performed or to be performed
under the Agreement, is likely to include material nonpublic information
pursuant to the securities laws of the United States. Being advised that the
Company is specifically relying upon Rule 100(b)(2)(ii) of Regulation FD in
providing such information to the undersigned, or an employee or affiliate of
the undersigned, under such Agreement or otherwise, the undersigned expressly
agrees that the undersigned, on behalf of itself and its employees and
affiliates, will not use such information in violation of United States
securities laws, and specifically agrees to keep such information in confidence
until such time as the Company makes public such material nonpublic information
in accordance with the United States securities laws.
By: /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx - January 8, 2003
