EXHIBIT 4.1
RETAINER AGREEMENT WITH
XXXXXXX & BEAM
DATED JUNE 23, 1997
LAW OFFICES OF
XXXXXXX & BEAM
TWO XXXXXXX XXXXX
XXXXX 000
XXXXXX, XXXXXXXXXX 00000
(000) 000-0000
(000) 000-0000
FAX: (000) 000-0000
Xxxxxxx X. Xxxx, Esq. Xxxxxx X. Xxxxxxx, Esq.
Xxxxxxxx X. Xxxxxxx, Esq. Xxxxx X. Xxxxxx, Esq.
Xxxxxxxx X. Xxxxxx, Esq. Xxxxx X. Xxxx, Esq.
Xxxxxxxx X. Xxxx, Esq.
Xxxxx Xxxxxx, Esq. Xxxxxx X Xxxxxx, Esq.
Of Counsel
June 23, 1997
Beta Oil & Gas, Inc.
000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Re: LEGAL REPRESENTATION
Gentlemen:
This is to confirm our understanding whereby you have engaged Xxxxxxx &
Beam (the "Firm") to represent your company with respect to general counsel
representation in connection with the operations of Beta Oil & Gas, Inc. during
the period of time commencing upon the date of this Agreement and terminating
the earlier to occur of either: (i) two years or (ii) the Company's common stock
commencing trading in the public securities markets (hereinafter referred to as
the "Matter"). California law requires lawyers to have written fee contracts
with their clients. This letter, when signed by you, will constitute the written
fee contract required by California law. In connection therewith, our
understanding and agreement are as follows:
1. We will undertake to advise you in connection with the Matter and any
other matters you ask us to undertake. We will undertake to prepare such
documents as may be required to affect the foregoing.
2. There can be no assurances, and we make no guarantees, representations
or warranties as to the particular results from our services and the response
and timeliness of action by any governmental official or department.
3. You understand that the accuracy and completeness of any document
prepared by us is dependent upon your alertness to assure that it contains all
material facts which might be important and that such documents must not contain
any misrepresentation of a material fact nor omit information necessary to make
the statements therein not misleading. To that end, you agree to review, and
confirm to us in writing that you have reviewed, all materials for their
accuracy and completeness prior to any use thereof. You also acknowledge that
this responsibility continues in the event that the materials become deficient
in this regard.
XXXXXXX & BEAM
Beta Oil & Gas, Inc.
June 23, 1997
Page 2
4. As compensation for the legal services provided in connection with the
Matter, the Company hereby grants this firm the right, simultaneous with the
execution of this Retainer Agreement, to acquire 50,000 shares of the Company's
common stock at a price of .05 per share pursuant to the terms of the Company's
customary Subscription Agreement.
5. It is understood that in addition to the foregoing legal fees, the
Company shall reimburse the firm for all non-labor out-of-pocket expenses
incurred by the firm on behalf of the Company, including, but not limited to
copying charges, long distance telephone charges, outsourced messenger charges,
filing fees, court costs and facsimile charges, arising from this agreement. It
is understood that the Company's obligation to pay such expenses shall only be
at the actual costs incurred by the firm. You agree to pay any and all expenses
advanced by the firm.
6. The firm reserves the right to immediately withdraw its representation
in the event that (i) we discover any misrepresentation of information provided
to us, or (ii) you and any of your affiliates engage in any conduct or
activities contrary to our advice which in our opinion would constitute a
violation of applicable law. In the event legal action is required to collect
any amounts due hereunder, you agree to pay legal fees and expenses required to
collect such amounts.
7. We will consult with you on all major decisions and will attempt to keep
you fully informed of the status of the preparation of documents and responses
to filings, if any, as well as our recommended strategies. You should feel free
to call at any time if you have any questions or wish to discuss any aspect of
these matters.
8. You are advised that the Firm maintains errors and omissions insurance
coverage applicable to the services to be rendered.
9. This Agreement shall be governed by the laws of the State of California
and venue for any action hereunder shall be in Orange County, California.
If this letter correctly sets forth your understanding and agreement with
respect to the matters mentioned above, please execute and return one copy of
this letter.
Very truly yours,
XXXXXXX & BEAM
/s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxx X. Xxxxxxx
XXXXXXX & BEAM
Beta Oil & Gas, Inc.
June 23, 1997
Page 3
The undersigned hereby confirms and agrees that this letter, executed and
effective this 23rd day of June, 1997, sets forth my understanding and
agreement.
BETA OIL & GAS, INC.
By: /s/ Xxxxx Xxxxx
-------------------------------
Xxxxx Xxxxx, President
