RICHARD D. SURBER
Attorney at Law*
268 West 400 South
Suite 300
Salt Lake City, Utah 84101
Telephone (801) 575-8073
*Admitted only in California
June 2, 2000
Learner's World
Mr. Sal Casaccio, President
369 Avenue U
Brooklyn, New York 12233
Dear Sal:
This letter confirms our understanding that I am to be issued shares of
Learner's World, Inc. common stock with S-8 registration rights. These shares
are issued to me, in lieu of cash, as payment for legal services provided with
respect to the Section 12(g) filings of Learner's World, Inc. including
amendments of the Forms 10-SB, 10-KSB and 10-QSB.
In order for me to accept securities as compensation, I must obtain informed,
written consent from the Company. The purpose of this letter is to request
informed, written consent to the receipt of such compensation.
Essentially, certain conflicts of interest may arise from my accepting an equity
position in the Company for legal services. More specifically, the interests and
objectives of one party may become inconsistent and incompatible with the
interests and objectives of another party.
Attorneys are governed by specific rules regarding the representation of clients
when present or potential conflicts of interest exist. Rules 3-310(A), (B), and
(C) and (E) of the Rules of Professional Conduct of the State Bar of California
provide as follows
"Rule 3-310 Avoiding Interests Adverse to a Client
A. For purposes of this rule:
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1. 'Disclosure' means informing the client or former client of the
relevant circumstances and of the actual and reasonably foreseeable
adverse consequences to the client or former client;
2. 'Informed written consent' means the client's or former client's
written agreement to the representation following written disclosure;
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3. 'Written' means any writing as defined in Evidence Code Section
250.
B. A member shall not accept or continue representation of a client without
providing written disclosure to the client where:
1. The member has a legal, business, financial, professional, or
personal relationship with a party or witness in the same matter; or
2. The member knows or reasonably should know that:
(a) the member previously had a legal, business, financial,
professional, or personal relationship with a party or witness in the
same matter; and
(b) the previous relationship would substantially affect the member's
representation; or
3. The member has or had a legal, business, financial, professional,
or personal relationship with another person or entity the member
knows or reasonably should know would be affected substantially by
resolution of the matter; or
4. The member has or had a legal, business, financial, or professional
interest in the subject matter of the representation.
C. A member shall not, without the informed written consent of each client:
1. Accept representation of more than one client in a matter in which
the interests of the clients potentially conflict; or
2. Accept or continue representation of more than one client in a
matter in which the interests of the clients actually conflict; or
3. Represent a client in a matter and at the same time in a separate
matter accept as a client a person or entity whose interest in the
first matter is adverse to the client in the first matter.
D. A member shall not, without the informed written consent of the client or
former client accept employment adverse to the client or former client where, by
reason of the representation of the client or former client, the member has
obtained confidential information material to the employment."
Because of possible conflicts of interest, I suggest that the Company carefully
consider the implications of compensation in the form of common stock of the
Company. Additionally, I recommend that the Company seek the advice of
independent counsel should any questions arise regarding the existence of actual
or potential conflicts of interest which may presently exist or which may arise.
<PAGE>
Once the Company has fully considered such implications, if they so desire, they
may consent to my accepting common stock as compensation by signing a copy of
this letter acknowledging that (i) the Company has been advised of rules
3-310(A), (B), (C), and (E) and of the conflicts associated with the proposed
arrangement, and (ii) nevertheless, the Company wants me to represent it and be
compensated with common stock.
Very truly yours,
/s/ Richard Surber
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Richard Surber
CONSENT
Richard D. Surber has explained to the undersigned that there may exist present
and conflicting interests in the above-described action and Mr. Surber has
informed me of the possible consequences of these conflicts.
I understand that I have the right to seek independent counsel before signing
this Consent or at any future time. The undersigned nevertheless desires
representation by and payment of common stock to Richard D. Surber to the extent
described above, and, therefore, consents and gives approval to such
representation and payment.
Dated: June 2, 2000
Learner's World, Inc.
By /s/ Sal Casaccio
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Sal Casaccio, President and CEO
