XXXXX X. XXXXXXXX, P.C.
ATTORNEY AT LAW
000X Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
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(000) 000-0000
November 1, 2000
RETAINER AGREEMENT
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World Cyberlinks Corporation
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Re: Counsel for the Corporation
Dear Xx. Xxxxx:
This will serve to confirm the understanding that you have retained this
law firm to represent you regarding Corporate matters in the day to day
operation of the World Cyberlinks Corporation. This agreement shall supercede
and replace all prior agreements.
It is agreed that this law firm shall be compensated for its legal
services on an hourly fee basis. The parties understand that representation on
corporate matters requires the firm to expend considerable time and effort and
may result in the law firm foregoing other legal matters in deference to this
matter. The hourly rate for corporate representation is three hundred fifty
($350.00) dollars per hour. Representation includes but is not limited to, all
day to day matters of a legal nature for which legal representation is
requested or required or as directed by the Board of Directors or an officer of
the corporation. There is an initial retainer required upon execution of this
agreement in the amount of Twenty-five thousand ($25,000.00) Dollars. In Lieu
of payment of the retainer, it is agreed that the law firm shall be compensated
by the issuance of six hundred thousand (600,000) shares of free trading common
stock.
It is further understood and agreed that the above fee is exclusive of
expenses and disbursements incurred. Such expenses and disbursements may include
but are not limited to travel, lodging and any and all necessary expenses
incurred in the representation of the corporation. It is, however, understood
that this firm without your prior approval shall incur no disbursements in
excess of $1,000.00.
In the event our services are terminated, except by us, such fees as have
been paid hereunder shall be deemed earned because of the nature of corporate
legal representation. In the event it is determined that an hourly rate should
be utilized to determine any outstanding legal fee the normal hourly rate for
this type of matter for this law firm is set forth above. Any legal fee paid in
excess of that amount will be returned and any amount owed will be billed to
the client.
Our legal fees are computed on an hourly basis of $350.00 for attorneys
and $75.00 per hour for work by paralegals, except as indicated. Billing for
legal work upon the exhaustion of the initial retainer will be mailed on a
monthly basis following the completion of the work. Payment of the legal
statement is required within thirty (30) days of the mailing of the statement.
This law firm reserves the right to terminate our services in the event that
the legal fees are not timely paid. A security agreement or promissory note
obligating you for the payment of legal fees may be requested if you indicate
by word or deed that you are unable to pay your anticipated legal fees.
If during any representation, trail results, it is further agreed that in
that event, a trial fee of $1,500.00 per day for the anticipated length of the
trail will be paid to this office at least thirty (30) days prior to
commencement of the trail. Fees paid for trial that is not used will be
returned upon a final accounting and completion of the trial. The Client
acknowledges that in the event of a non-matrimonial fee dispute, the client has
been informed of his right to have the matter arbitrated before an independent
panel.
It is further understood that we have made no promises to you as to the
outcome of any aspect of this representation other than our promise to render
our services to the best of our professional ability.
This agreement does not cover the following previously agreed upon matters:
Shareholder action in Kings County New York (fee: two hundred thousand
(200,000) shares);
Services as President of World Cyberlinks November 1, 1999-October 31, 2000
compensation: two hundred thousand (200,000) shares;
Services provided June 1, 1999 to November 1, 1999 (fee: seventy-five
thousand (75,000) shares).
very truly yours,
XXXXX X. XXXXXXXX, P.C.
By: /s/ XXXXX X. XXXXXXXX, P.C.
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I have read, understand and acknowledge receipt of a copy of this retainer and
agree to all the terms and provisions of this agreement.
Dated: 11/2/2000 /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx - President
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx - Secretary
