ATTORNEY'S FEE AGREEMENT
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THIS IS A CONTRACT FOR PROFESSIONAL LEGAL SERVICES AND IS
SUBJECT TO BINDING ARBITRATION.
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WHEREAS, PANGEA PETROLEUM CORPORATION, hereinafter called
"Client", has requested that Roger N. Schmidt, Attorney
at Law, (hereinafter referred to as the "Attorney"), (and
Associates to be determined by Attorney), to provide
professional legal services to and on behalf of Client
regarding the matters set forth on Exhibit "A"; and,
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WHEREAS, Attorney has agreed to provide said professional
legal services to the Client on such matters and such
other matters as the Client may request, including those
particularly set forth on Exhibit "A".
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NOW THEREFORE, in consideration of the mutual
promises and agreements set forth herein, the parties
hereto agree as follows:
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1. Client hereby engages Attorney, and such
Associates or Co-Counsel as Attorney, in his sole
opinion, may require or engage, as legal Counsel for the
filing and handling of such matters set forth on Exhibit
"A", and incidental or related matters as may be assigned
to the Attorney from time to time.
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2. Attorney agrees to act as legal Counsel for Client
for the matters so engaged, subject to the terms set
forth herein. However, Attorney may withdraw from
representation of Client on any matter that Attorney may
deem himself unqualified or unable to represent the
Client.
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3. Client agrees to pay Attorney such fees as
Attorney may reasonably charge as determined in
accordance herewith. Attorney shall determine the fees
in consideration of the value of the services rendered.
In determining his fee, the Attorney shall base his fee
on results obtained, novelty and difficulty of the
matters handled, skill or expertise required, time
requirements (including time constraints on the Attorney
that prevented him from handling other matters), amount
involved, experience, undesirability of the case, nature
and length of the professional relationship with the
Client, and fees in similar cases and such other matters
that should be considered by Attorneys handling similar
matters. It is specifically agreed, that as a minimum,
the fee charged shall be at least equal to the regular
and usual hourly charges of the Attorney or his
associates for the time expended, together with all and
any costs expended by Attorney in connection with the
representation undertaken. The present usual hourly rate
charged by Attorney is $250.00. Client shall pay to
Attorney within ten (10) days of rendition of a statement
by Attorney, the fee charged by the Attorney and costs
expended. The Attorney may charge the billing to the
Retainer and the Client shall thereupon replenish the
retainer.
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4. Attorney agrees to maintain written records of the
time and effort or costs incurred or expended by him and
other counsel on behalf of Client, which records shall be
available to Client upon request. "Costs" shall include,
among those items normally considered to be "costs", the
actual sum or sums paid or incurred by Attorney for or on
behalf of Client for depositions, document production,
photocopying, facsimile transmission, long distance
telephone, postage, delivery service, filing fees,
publication costs, bond premiums, computer time and
charges, electronic database and communications costs,
library charges, parking charges, transportation and
lodging, as well as costs incurred or paid to Associated
Counsel, special employees or overtime wages paid to
regular employees, and paralegal or technical employees.
Costs shall be billed at the amount actually incurred to
third party providers, or if the cost is incurred "in-
house", at the usual and regular charges of the service
provided made to other like clients or according to the
fee and charge schedule published or utilized from time
to time by the Attorney (which at the present time is the
same as used by Corporate Offices).
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5. Attorney agrees to perform legal services for
Client in conformity with and subject to the laws and
regulations of the United States and the State of Texas
(or its municipalities) and the canons of ethics of the
State Bar of Texas. Attorney does not guarantee any
results. This Agreement or the payment of fees hereunder
may be subject to approval by a Court of appropriate
jurisdiction if required by law, and, if Bankruptcy
related, shall comply with the provisions of the
Bankruptcy Code and applicable regulations.
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6. This agreement may not be amended except by
written instrument signed by both parties hereto.
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7. This Agreement is for the sole benefit of the
Client, and such Agreement shall not be assigned. This
Agreement is also for the benefit of the undersigned
Attorney, and such persons or entities as he may engage
to assist him in the performance of his responsibilities
hereunder. Client may refuse the services to be rendered
by any person or entity selected by Attorney by sending
written notice (as provided herein), but such refusal
shall not release Client from liability to pay Attorney
in accordance with Paragraph 3, for such services then
previously rendered by such refused person or entity
after the date of delivery of the written notice.
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8. Either party upon the terminating party delivering
written notice to the other party may terminate this
Agreement. All written notices shall be mailed to the
intended recipient via certified mail, postage prepaid
with return receipt requested deposited in a proper
receptacle of the United States Postal Service or its
successors. Said notice shall be addressed to the
intended recipient. A written notice sent in conformity
with this provision shall be deemed delivered as of the
date shown "delivered" on the return receipt. If no
delivery date is shown on the return receipt, then
delivery shall be conclusively presumed to be the date
that the return receipt is returned by the Postal
Service. Upon termination, sender shall be released from
all responsibility or liability herein except as provided
herein:
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a. Client shall pay Attorney such unpaid amounts
incurred for or on behalf of Client by Attorney provided
in Paragraph 3 above.
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b. Attorney shall be responsible to deliver to
Client, if the provisions of Paragraph 8(a) are met, all
of Client's records, documents, and written materials
(excluding written correspondence, and such copies of the
said materials as Attorney may require) and Attorney
shall be subject to any liability, if any, previously
incurred by him. Until and unless Client fulfills the
provisions of Paragraph 8(a), Attorney shall have a
security interest in and to all of Client's papers,
documents, records and files in the possession of
Attorney.
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9. Client shall deposit with Attorney a retainer as
set forth on Exhibit "A", hereby incorporated herein.
Attorney may use said retainer and commingle it with its
operating funds. Attorney shall not be liable for
interest on any unearned portion of said retainer. The
Attorney may bill his fees and costs to the Retainer
provided by the Client and the Client shall replenish the
Retainer to the extent that funds have been applied to
the billings. Attorney shall have a security interest in
the Retainer.
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10. Binding Arbitration: As concluded by the parties
hereto, any controversy between the parties hereto
involving any dispute or claim by, through or under, or
the construction or application of any terms, covenants,
or conditions of this Agreement, shall on the written
request of one party served upon the other, be submitted
to arbitration, and such arbitration shall comply with
and be governed by the provisions of the Federal
Arbitration Act as it may be amended; provided, that
arbitration shall be conducted in Harris County, Texas
and be conducted by the American Arbitration Association
("AAA"). The FAA rules shall apply, and the AAA rules
shall apply if not in conflict with the FAA rules. All
evidence shall be subject to the Federal Rules of Civil
Procedure.
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NOTICE TO CLIENTS
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The State Bar of Texas investigates and prosecutes
professional misconduct committed by Texas Attorneys.
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Although not every complaint against or dispute with a
lawyer involves professional misconduct, the State Bar
Office of General Counsel will provide you with
information how to file a complaint. For more
information, please call 1/800/932-1900. This is a toll-
free phone call.
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EXECUTED at Houston, Texas, this the day of ,
2000.
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ATTORNEY: CLIENT:
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LAW OFFICE OF ROGER N. SCHMIDT PANGEA PETROLEUM CORP.
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/s/ Roger N. Schmidt /s/ Charles B. Pollock
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Roger N. Schmidt, Charles B. Pollock,
P O Box 22254 CEO
Houston, Texas 77227-2254
Tel:
Fax:
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EXHIBIT "A"
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1. AMOUNT OF RETAINER: 15,000 shares of the
Common Stock of Pangea Petroleum Corporation subject to
the provisions of Regulation S-8 Registration.
2. SERVICES TO BE RENDERED: General Corporate
Counsel
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