Exhibit 99.4
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 Xxxxxx Xxxxxxxx ("Xxxxxxxx or Consultant") whose
address is 0000 Xxxx 000xx Xxxxxx, Xxxxxxxxx, Xxxx 00000.
Hardnick 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 Hardnick 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 Hardnick provides,
are in accordance with the following terms and conditions:
1. Services to be Rendered
Client has retained Hardnick 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 Hardnick will include, but not necessarily
be limited to:
- Office Administration
- Bookkeeping Services
Hardnick duties shall also consist of devoting at least 20 hours a week to the
Company's projects.
The Company shall be solely responsible for the substantive content of any SEC
filings and the truthfulness of all statements made therein. Hardnick's services
shall be to assist the Company in gathering, editing and formatting the
information for the Clients Exchange Act filings, which may be necessary to
complete the filing and formatting of the information provided by the Client so
that it is presented in compliance with the rules and regulations adopted by the
SEC.
2. Fees
Fees charged herein are based upon the reasonable value of Hardnick's services
as heretofore agreed to by the parties. Fees are based on the rates normally
charged by Hardnick.
Hardnick's normal fee is Three Thousand Three Hundred Dollars ($3,333) per
month. It is anticipated that Client and Hardnick 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
twelve months in advanced with no ability to rescind the contract for that
twelve-month time frame once this contract has started. After the first twelve
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. The dollar amount of this
contract shall be a total of FORTY THOUSAND ($40,000). After the first twelve
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 300th day then the contract is deemed
to be ended and all fees shall end.
Client and Hardnick have agreed that upon signing of this contract that a FORTY
THOUSAND DOLLARS payment shall be rendered to the Consultant for the first
twelve months of services. The fee for the first three months will be paid to
Hardnick in the form of Four Million Shares (4,000,000) shares of the $0.001 par
value common stock of the Company. The Company shall at its discretion after the
first payment and service cycle has been complete have the right to either pay
the Consultant in cash or stock for services.
Client understands Hardnick'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 Hardnick's normal billing rate, including
the billing for services performed by Hardnick's assistants. Client further
understands that during the course of Hardnick's engagement, it may be necessary
or advisable for Hardnick 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 Hardnick 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.
Hardnick has not been engaged to perform, nor will Hardnick 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 Hardnick to incur certain costs or expenses. Client will
reimburse Hardnick 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 Hardnick in accordance
with the following guidelines:
A. Computer Related Expenses. Client will reimburse
Hardnick for computerized research and research services.
However, any charges over $500 will require prior approval.
Client also encourages Hardnick to
utilize computer services, which will enable Hardnick to more
efficiently manage the project.
B. Travel. Client will reimburse Hardnick 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
Hardnick 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 Hardnick.
4. Billing
Client agrees to satisfy Hardnick's fees by way of the issuance by the Client of
Eleven Million (4,000,000) shares of Client's common stock (the "Fee Shares"),
which Fee Shares shall be issued in Hardnick's name, or as designated by him,
and delivered to Hardnick within five (5) business days of the signing of this
Agreement. 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 Hardnick which when sold will satisfy the
amount owed. Hardnick has not been engaged to perform, nor will Hardnick agree
to perform any services in connection with a capital raising transaction in
exchange for shares. 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.
Registration of Client Shares
No later than ten (10) days 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 Hardnick holds such shares. At Hardnick'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 Hardnick'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 Hardnick's
services in this matter. Hardnick 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 Hardnick's services will be forwarded to Client.
There may be times when Hardnick 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 Hardnick's representation is limited in scope, Client has agreed that,
subject to conditions described below, Hardnick may represent, now and in the
future, other persons and entities. In particular, Client has agreed that while
Hardnick 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 Hardnick is
working on for Client, (b) do not involve situations where Hardnick 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 Hardnick'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 Hardnick 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 Hardnick's engagement by written notice
at any time. Hardnick 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. Hardnick 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
Hardnick's policy in effect from time-to-time. Subject to future changes, it is
Hardnick'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 Hardnick.
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 Hardnick 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. Hardnick's Fees.
This Agreement is governed by the laws 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
Hardnick 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: June 2, 2003
By: /s/ XX Xxxxxxx
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XX Xxxxxxx CEO President
Consultant
0000 Xxxx 000xx Xxxxxx, Xxxxxxxxx, Xxxx 00000
Dated: June 2, 2003
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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 on or about
June 3, 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/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
June 2, 2003
