Exhibit 4.5
[letterhead of Xxxxxxx X. Xxxxxx]
March 28, 1997
Classic Restaurants International, Inc.
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Attention: Xxx Xxxx
Dear Bob:
I am writing to set forth our agreement concerning accounting services
that have been provided by my firm ("Firm") to Classic Restaurants
International, Inc. ("Client"). The Client hereby engages the Firm to
provide general accounting services to the Client on the terms and conditions
set forth below. The effective date of this agreement is March 28, 1997.
Until otherwise agreed between the Client and the Firm, Client will
promptly pay the Firm as billed accounting fees, plus expenses, at the normal
hourly rates for the members of the Firm. As of the date of this Agreement,
the Firm's hourly rates are as follows: Partner - $80 per hour; Associate -
$50 per hour. The Firm's hourly rates are subject to change. In its
exercise of reasonable judgment, the Firm reserves the right to assign any
accountant in the Firm to represent the Client, with the general policy being
to assign the lowest cost accountant or staff member per assignment who has
the experience and capacity to promptly and properly handle the matter.
Regardless of the outcome of any matter which the Firm handles for
Client, Client will pay promptly, as billed, all out-of-pocket costs and
expenses, including copying costs, secretarial overtime, long distance
telephone calls, parking, mileage and transportation expenses, if applicable,
and all other out-of-pocket expenses of the Firm related to such matter.
Payment of each bill for services and expenses is due thirty days after the
bill is deposited in the United States mail as indicated by the date of the
bill. Pursuant to the Official Code of Georgia Section 7-4-16, any bill not
paid within 30 days shall accrue interest at the rate of 1 1/2% per month,
calculated from the date upon which the account became due.
Immediately upon execution of this Agreement, the Client agrees to issue
the Firm 15,000 shares of Class A Common Stock of the Client, to be used
first for outstanding fees and expenses of the Firm and the balance, if any,
as an earned retainer for fees and expenses to be incurred in the future.
The retainer, if any, shall be earned upon receipt and nonrefundable,
provided that the Firm shall be obligated to provide the Client with
accounting services with a value equal to the proceeds from the retainer.
The Client shall register such shares with the Securities & Exchange
Commission on Form S-8 upon issuance.
Client understands that the Client has an obligation to assist the Firm
with respect to matters it handles for the Client, and Client agrees to
cooperate with the Firm in every way. If this letter accurately sets forth
our agreement, please execute the letter in the space indicated below and
return it to me.
Very truly yours,
/s/ Xxxxxxx Xxxxxx
Xxxxxxx X. Xxxxxx
Agreed to:
/s/ Xxxxx Xxxxxx Xxxx
Xxxxx Xxxxxx Xxxx, Chairman
and President of Classic Restaurants
International, Inc.
