FEE AGREEMENT FOR LEGAL SERVICES
This FEE AGREEMENT FOR LEGAL SERVICES (the "Agreement") is between Power
Exploration Inc. ("Client" or the "Company") whose address is 5416 Birchman
Ave., Fort Worth, Texas 76107 and Richard Surber ("Attorney") whose address is
268 South 400 West, Suite 300, Salt Lake City, Utah 84101 (Admitted to Practice
in California Only).
Attorney has provided general business (non-legal services) and legal
services over the last four (4) months.
To protect both of the parties and to comply with professional obligations,
we have already discussed with each other and resolved any potential conflicts
of interest with present or former clients. The services which Attorney will
provide shall be in accordance with the following terms and conditions:
1. Professional Fees
Fees will be based upon the reasonable value ofattomey's services as
determined in accordance with the American Bar Association Model Code of
Professional Responsibility and the California Rules of Professional
Conduct. Fees will be based on the rates charged by Attorney.
Attorney's rate is Three Hundred Dollars ($300) per hour. It is anticipated
that Client and Attorney will agree on a fixed fee for special projects
from time to time. The fixed fee arrangements for special projects will be
agreed to in writing from time to time.
Client understands Attorney's billing rate may be reasonably adjusted from
time to time, but not more frequently than annually. Notice of any such
adjustments will be given within a reasonable time. Client further
understands that during the course of Attorney's engagement, it may be
necessary or advisable to delegate various portions of this matter to
others.
2. Costs and Expenses
Client understands that in the course of representation, it may be
necessary for Attorney to incur certain costs or expenses. Client will
reimburse Attorney for certain costs or expenses actually incurred and
reasonably necessary for completing the assigned matter, as long as the
charges for costs and expenses are competitive with other sources of the
same products or services. More particularly, Client will reimburse
Attorney in accordance with the following guidelines:
A. Computer-Related Expenses. Client will reimburse Attorney for
computerized research and research services. However, any charges over
$500 per month will require approval. Client also encourages Attorney
to utilize computer services which will enable Attorney to more
efficiently manage the projects.
B. Travel. Client will reimburse Attorney for expenses in connection with
out of town travel. However, Client will only reimburse for economy
class travel and, where necessary, for the reasonable cost of a rental
car. All related travel expenses, i.e., lodging and meals, must be
reasonable under the circumstances.
C. Filing Fees & Court Costs. Client will reimburse Attorney for expenses
incurred in connection with filing fees and court costs, if any, but
will not be responsible for sanctions or penalties imposed due to the
conduct of Attorney.
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3. Billing
All bills will include a summary statement of the kinds of services
rendered during the relevant period. Client expects that Attorney will
maintain back-up documentation for all expenses. Client expects to be
billed monthly or at the conclusion of each project and expects to pay
Attorney's invoices as described below.
4. Payment
Client agrees to satisfy Attorneys' fees for the last four (4) months by
way of the issuance by Client, Thirty Thousand (30,000) shares of Client's
common stock (the "Fee Shares"). Client has been advised and understands
that Attorney is not being paid on an hourly basis for the past services
rendered. Client further agrees and acknowledges that Fee Shares are fair
consideration for the services Attorney has rendered in light of the
Client's financial condition and the risks associated with Attorney's
ability to liquidate the Fee Shares. Client has further been advised and
has in fact consulted with another attorney in regards to the fairness of
the Fee Shares being paid to Attorney for the services rendered and has had
this entire fee agreement reviewed by that attorney.
It is mutually understood and agreed that any fees for services that are in
connection with a capital raising transaction or the promotion of Client's
stock shall be paid in cash.
In the event, Client uses Attorney's services in the future Client may pay
Attorney at the above stated hourly rate in cash or freely tradeable stock
or at an agreed upon rate for special projects.
5. Registration of Client Shares
No later than ten (1O) days following the date hereof as to the Fee Shares
and the Option, Client will cause such shares to be registered with the
Securities and Exchange Commission under a Fon-n S-8 or other applicable
registration statement, and it shall cause such registration statement to
remain effective at all time while Attorney holds such shares. At
Attorney's election, such shares may be issued prior to registration in
reliance on exemptions from registration provided by Section 4(2) of the
Securities Act of 1933 (the "33 Act"), Regulation D of the '33 Act, and
applicable state securities laws.
6. Involvement of Client
Client expects to be kept closely involved with the progress of Attorney's
services in this matter. Attorney will keep Client apprised of all material
developments in this matter, and, in the case of litigation or
administrative proceedings, will provide sufficient notice to enable a
representative to attend meetings, conferences, hearings and other
proceedings. A copy of all correspondence in the course of Attorney's
services will be forwarded to Client.
There may be times when Attorney will need to obtain information from
Client. All requests for access to documents, employees, or other
information shall be granted without unreasonable delay. At the conclusion
of this matter, all documents obtained shall be returned upon request.
7. Termination
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Client shall have the right to terminate Attorney's engagement by written
notice at any time. Attorney has the same right to terminate this
engagement, subject to an obligation to give Client reasonable notice to
permit it to obtain alternative representation or services and subject to
applicable ethical provisions. Attorney will be expected to provide
reasonable assistance in effecting a transfer of responsibilities to the
new firm.
"Client"
Power Exploration, Inc.
Dated: March 24, 2000 By:
----------------------------
Name:
Joe Bennett
Title: President
Dated: March 24, 2000 "Attorney"
By: /s/ Richard Surber
---------------------------
Name: Richard Surber
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