EXHIBIT 4.4
LEGAL SERVICES LETTER AGREEMENT WITH
DARRYL C. SHEETZ
DATED NOVEMBER 24, 2000
DARRYL C. SHEETZ
ATTORNEY AT LAW
30 Corporate Park 1133 Connecticut Avenue, N.W.
Suite 300 Tenth Floor
Irvine, California 92606 Washington, DC 20036
949) 553-0300 (202) 625-0300
FAX (949) 553-0390 FAX (202) 833-8491
November 24, 2000
CeleXx Corporation
7251 W. Palmetto Park Road, Suite 208
Boca Raton, Florida 33433
Attention: Mr. David C. Langle
Chief Financial Officer
RE: CELEXX CORPORATION - ENGAGEMENT LETTER
Dear Mr. Langle:
This letter shall confirm the engagement of my legal services by CeleXx
Corporation, a Nevada corporation (the "Company"), in connection with general
corporate law advice and representation, including analyzing and assisting the
Company in identifying acquisition targets, and the structuring of, due
diligence in connection with, and negotiation and preparation of agreements and
documents related to mergers and acquisitions of certain acquisition targets by
the Company. These services will not include taking any privately held company
public.
My billing rate in connection with these matters is $325.00 per hour. A
quarter-hour is my minimum billing increment. Billings will include
disbursements for out-of-pocket costs incurred in the delivery of legal
services, such as court costs, duplication and printing costs, facsimile
expenses, filing fees, travel (including transportation and meals) and lodging
expenses, overnight courier and excess postage charges, and other similar
expenses incurred in connection with my services. We have discussed the policies
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and procedures of my law office, which generally require clients to pay a
retainer. In lieu of the payment of a retainer, the Company has agreed to issue
to me 50,000 shares (Shares) of free trading common stock of the Company upon
the effectiveness of an S-8 registration statement including the Shares. Payment
of a retainer in the form of the Shares is expressly intended to compensate me
for the corporate law advice and representation described above performed
between the date of this letter and December 31, 2000. The Shares will not be
issued in consideration for any services I render in connection with the S-8
registration statement and opinion of counsel attached thereto. When issued, the
Shares will be duly authorized, validly issued and outstanding, fully paid and
non-assessable, and not subject to any liens or encumbrances, or any requirement
to return the Shares to the Company in the event my services are terminated at
any time for any reason.
The Company will be billed separately for all legal services I perform
in connection with the preparation of the S-8 registration statement referred to
above and the opinion of legal counsel to be rendered at the time the
registration statement is filed. The Company will be expected to pay for these
services in the form of a company check within 30 days following its receipt of
my statement. If the Company fails to pay any statement within the 30-day
period, legal services may be terminated upon delivery of written notice to the
Company.
This letter agreement shall be governed by and construed in accordance
with the internal laws of the State of California, without regard to its laws of
conflicts.
Please acknowledge acceptance of the foregoing engagement by signing
and dating a copy of this letter below, where appropriate, and returning it to
me.
Thank you very much for the opportunity to be of service.
Very truly yours,
/s/ Darryl C. Sheetz
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Darryl C. Sheetz
The foregoing terms and conditions of engagement of legal services are
acknowledged and agreed to as of this 27th day of November, 2000.
Celexx Corporation
By: /s/ David C. Langle
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David C. Langle
Chief Financial Officer
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