Exhibit 4.2
FEE AGREEMENT
This FEE AGREEMENT (the "Agreement") is between AuGRID Corporation (herein after
the "Client" or the "Company"), and Xxxxxx Xxxxx ("Xxxxx or Consultant") .
Walji has provided and has agreed to continue to provide necessary,
non-promotional, services to Client with respect to certain operation of 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 Walji provides, are
in accordance with the following terms and conditions:
1. Services to be Rendered
Client has retained Walji for the purpose of assisting the Company in the
conducting of certain business functions. It is contemplated that the services
to be rendered by Walji may include, but not necessarily be limited to:
* Review of Accounts Receivable
* Review of Accounts Payable
* Interfacing with Company Accountants
* Interfacing with Company Lawyers
* Interfacing with Company directors and officers
2. Fees
Fees charged herein are based upon the reasonable value of Walji's services as
heretofore agreed to by the parties. Fees are based on the rates normally
charged by Walji.
Walji's normal fee is Ten Thousand Dollars ($10,000) per month. It is
anticipated that Client and Walji 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 6 months in advanced with no
ability to rescind the contract for that six-month time frame once this contract
has started. After the first six 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 ONE HUNDRED
TWENTY THOUSAND ($120,000). After the first six months employment the
Consultants compensation shall be based on the current market price of the
Company's stock on the day of issuance.
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Client and Walji have agreed that upon signing of this contract that a SIXTY
THOUSAND DOLLARS payment shall be rendered to the Consultant for the first six
months of services. The fee for the first six months will be paid to Walji in
the form of Three Million (2,500,000) 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 Walji'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 Walji's normal billing rate, including the
billing for services performed by Walji's assistants. Client further understands
that during the course of Walji's engagement, it may be necessary or advisable
for Walji 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
Walji 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.
Walji has not been engaged in this contract to perform, nor will Walji agree to
perform any Investor Relations , Promotional and or Capital Raises services in
connection with the services to be provided to the Company.
3. Costs and Expenses
Client understands that in the course of any subsequent representation, it may
be necessary for Walji to incur certain costs or expenses. Client will reimburse
Walji 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 Walji in accordance with the following
guidelines:
A. Computer Related Expenses. Client will reimburse Walji for
computerized research and research services. However, any charges
over $500 will require prior approval. Client also encourages
Walji to utilize computer services, which will enable Walji to
more efficiently manage the project.
B. Travel. Client will reimburse Walji 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 Walji for
expenses incurred in connection with filing fees and court costs,
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if any, but will not be responsible for sanctions or penalties
imposed due to the conduct of Walji.
4. Billing
Client agrees to satisfy Walji's fees by way of the issuance to the Consultant
of Two Million Five Hundred Thosand shares(2,500,000) shares of Client's common
stock (the "Fee Shares"), which Fee Shares shall be issued in Walji's name, or
as designated by him, and delivered to Walji 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 Walji which when sold will
satisfy the amount owed. Walji has not been engaged to perform, nor will Walji
agree to perform any services in connection with a capital raising transaction.
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 Walji holds such shares. At Walji'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.
5. Involvement of Client
Client expects to be kept closely involved with the progress of Walji's services
in this matter. Walji 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 Walji's services will be forwarded to Client.
There may be times when Walji 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 Walji's representation is limited in scope, Client has agreed that,
subject to conditions described below, Walji may represent, now and in the
future, other persons and entities. In particular, Client has agreed that while
Walji 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 Walji is working
on for Client, (b) do not involve situations where Walji 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 Walji's
representation of Client is terminated, he may thereafter represent others with
interests adverse to Client's interests (even in litigation), provided that the
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representation does not involve confidential information Walji 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 Walji's engagement by written notice at
any time. Walji 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. Walji
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
Walji's policy in effect from time-to-time. Subject to future changes, it is
Walji'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 Walji.
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 Walji 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. Walji's Fees.
This Agreement is governed by the laws of British Columbia 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
Walji 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.
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"Client"
AuGRID Corporation
Dated: February 27, 2003
By: _________________________
XX Xxxxxxx CEO President
Consultant
Xxxxxx Xxxxx
Dated: February 27, 2003
By: __________________________
Xxxxxx Xxxxx
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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 March 5, 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: ____________________________
Xxxxxx Xxxxx
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AUGRID CORPORATION
Confidentiality Agreement
The undersigned has recently entered into a consulting agreement (the
"Agreement") with AuGRID Corporation, a Nevada corporation, (the "Company").
During the period of the undersigned's services under the Agreement, and
all time thereafter, the undersigned agrees that, because of the valuable nature
of the Confidential Information, he shall use his best efforts to maintain and
protect the secrecy of the Confidential Information. Without in any manner
limiting the generality of the foregoing obligation, the undersigned agrees that
he shall not, directly or in-directly, without the prior written consent of the
Company, disclose any Confidential Information to any other person or entity or
use any Confidential Information for his own purposes.
As used in this Agreement, the term "Confidential Information" means any
knowledge, information or property relating to, or used or possessed by, the
Company and its subsidiaries, and includes, without limitation, the following:
trade secrets; patents, copyrights, software (including all programs,
specifications, applications, routines, subroutines, techniques and idea for
formulae); concepts, data, drawings, designs and documents; names of clients,
customers, employees, agents, contractors, and suppliers; marketing information;
financial information and other business records; and all copies of any of the
foregoing.
By: ____________________________
Xxxxxx Xxxxx
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