MASTERPIECE TECHNOLOGY GROUP, INC.
455 Wards Corner Road ~ Loveland, Ohio 45140 ~ 513-831-6647 ~ FAX 513-831-5633
Mr. James Salter July 6, 2000
12908 195th Place NE
Woodinville, WA 98072-7678
Dear Mr. Salter,
The purpose of this letter is to confirm James Salter ("Advisor") the
appointment by the Board of Directors to act as legal advisor to MTG in
connection with Company issues relating to corporate documents, litigation and
other matters as may relate to corporate legal concerns. The board also
confirms that the Advisor is being retained hereunder by and solely for the
benefit of the Board of MTG and not by any third parties, including the
Company's shareholders. In connection with our engagement the Advisor will
provide the following services:
(a) will provide advice to the Board, from time to time as it may request, on
matters relating to corporate legal matters;
(b) will provide advice, direction and interaction (Advice) to the Board, from
time to time, as it may relate to various litigation matters including Russell
Koch.
1. The Advice will be prepared in accordance with the professional judgment
of the Advisor and will comply with applicable securities law requirements.
The Advisor and will discuss with the Board and its counsel policy
requirements before delivering the Advice. Any Advice to be provided
hereunder will be made subject to and will be based upon such limitations,
qualifications and reservations as the Advisor, in his judgment, deems
necessary or prudent in the circumstances.
2. In connection with the performance of legal advisory services hereunder,
Advisor will keep confidential and will use only for the purpose of performing
the services described herein all information, whether written or oral, acquired
from the Board and the Company in connection with our work hereunder, except:
(iv) information which was available to the public prior to the engagement or
which thereafter becomes available to the public other than through a breach by
parties of obligations hereunder; (v) information which was known to Advisor
prior to the engagement; and (vi) information which Advisor is required to
disclose by law (including applicable securities law requirements) or in
connection with legal process or legal or regulatory proceedings. Advisors
obligation under this section will survive the completion of this engagement.
3. In consideration for our services hereunder, the Company will pay the Advisor
$17,000 in the form of free trading stock valued at $1.00 per share which is
seventeen thousand (17,000) shares of MTG free trading stock.
4. The Company agrees to indemnify and hold the Advisor to the fully extent
permitted by law, harmless from and against any and all losses, claims, actions,
suits, proceedings, damages, liabilities or expenses of whatsoever nature or
kind (collectively, "Losses"), to which an Indemnified Party may become subject
by reason of the performance of professional services rendered hereunder.
5. If Advisor is requested to perform services in addition to those described
above, the terms and conditions relating to such services will be outlined in a
separate letter agreement and the fees for such services will be negotiated
separated and in good faith and will be consistent with fees paid for similar
services.
6. The term of this agreement will be for a period beginning as of the date of
your acceptance of this Agreement and ending on March 31, 2001.
7. This Agreement will be governed by and construed in accordance with the laws
of the State of Ohio.
8. The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or unenforceability of any other provisions of this
Agreement.
9. The Agreement resulting from acceptance of this letter constitutes the entire
agreement between the parties with respect to the services described herein and
supersedes any prior agreements or understandings made between the parties with
respect thereto. No modification or amendment to this Agreement will be valid or
binding unless set forth in writing and duly executed by the parties hereto.
If the foregoing correctly reflects the basis upon which the Company agrees to
retain the Advisor, please sign and return one copy of this Agreement to us.
/s/ Newell Crane /s/ James Salter
Newell Crane, CEO James Salter, Advisor
Masterpiece Technology Group, Inc.
