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Sample Business Contracts

Engagement Agreement - Duncan, Blum & Associates and Efox.net Inc.

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                              ENGAGEMENT AGREEMENT
                             BETWEEN REGISTRANT AND
                           DUNCAN, BLUM & ASSOCIATES
<PAGE>   2
                           DUNCAN, BLUM & ASSOCIATES

5718 TANGLEWOOD DRIVE                             1863 KALORAMA ROAD,  N.W.
BETHESDA, MARYLAND 20817                             WASHINGTON, D.C. 20009
(301) 263-0200                                               (202) 232-6220
(301) 263-0300 (FAX)                                    (202) 232-7891(FAX)

                                February 15, 1999

Joseph Preston, President
Efox.net, Inc.
7801 Norfolk Avenue
Bethesda, Maryland 20814

RE:      Engagement Agreement

Dear Joe:

         Thank you for considering Duncan, Blum & Associates for your
representation in conjunction with the proposed Efox.net DPO and associated
documentation, including (i) registration of the securities with the SEC and
the following 11 jurisdictions (Maryland, Virginia, District of Columbia,
California, New York, Texas, Florida, Georgia, Illinois, Pennsylvania and
Massachusetts) and (ii) a Regulatory Summary and necessary securities filings
to permit your offering to commence.  We appreciate the opportunity to work
with you.  Because our representation ultimately depends on a high degree of
trust, it is important for both of us to be clear about the costs of and limits
upon our legal services from the outset.  For that reason and because pertinent
Rules of Professional Conduct require disclosure of the basis for our fees, in
writing, this firm requires that our clients execute an engagement agreement.

         Enclosed is our proposed Attorney-Client Fee Agreement.  Except for
the contingent nature of funding and/or moving forward, it is our standard
form.  If you have any questions regarding the contemplated agreement, please
do not hesitate to contact me.

                                           Sincerely,
                                           DUNCAN, BLUM & ASSOCIATES


                                           /s/ CARL N. DUNCAN

                                           Carl N. Duncan, Managing Partner

CND:ljo
<PAGE>   3
                         ATTORNEY-CLIENT FEE AGREEMENT

1.       PARTIES AND EFFECTIVE DATE.    THIS ATTORNEY-CLIENT FEE AGREEMENT (the
         "Agreement") is entered into by and between Efox.net Inc. ("Client")
         and Duncan, Blum & Associates ("Attorneys") and takes effect on the
         date executed by the final party.

2.       SCOPE AND DUTIES.    Client retains Attorneys to provide legal
         services in connection with its proposed Efox.net direct public
         offering ("DPO") and associated documentation, including (i)
         registration of the securities with the SEC on form SB-1 and the
         following 11 jurisdictions (Maryland, Virginia, District of Columbia,
         California, New York, Texas, Florida, Georgia, Illinois, Pennsylvania
         and Massachusetts) and (ii) a Regulatory Summary (outlining all
         necessary federal and state registrations) and making necessary
         securities filings to permit your offering to commence.  Attorneys
         shall provide those legal services reasonably required to represent
         Client, and shall keep Client informed of progress and shall promptly
         respond to Client's inquiries.  Attorneys' ability to effectively and
         efficiently represent Client depends upon the full cooperation of
         Client. Absent unexpected difficulties, it is the current intention of
         the Client to file with the SEC and the states during February 1999
         and be effective during April 1999.

3.       RETAINER.  Client will deposit with Attorneys the sum of fifteen
         thousand ($15,000) as a retainer.

4.       LEGAL FEES.  The fee shall be capped.  Specifically, Client agrees to
         pay a fixed fee of fifteen thousand dollars ($15,000)(exclusive of
         out-of -pocket disbursements) plus the equity participation outlined
         in the following sentence. At the initial and each subsequent closing
         for the DPO,  Client will have Efox.net Inc. issue shares in such
         issuer equal to 1% of the shares then outstanding.  (See also "Costs
         and Expenses" below.)  The $15,000 fixed fee is due by prompt payment
         of the retainer set forth above in "Retainer".

5.       COSTS AND EXPENSES.  In addition to paying legal fees, Client agrees
         to pay all costs and expenses incurred by Attorneys including, but not
         limited to, the following: process server, facsimile transmission,
         express mail and messenger fees; court reporter fees; postage and
         photocopying; long-distance telephone charges; filing fees; any travel
         meals or lodging; any computerized legal database service; and other
         incidental expenses incurred on Client's behalf.  Attorneys shall
         obtain Client's consent before retaining an outside investigator,
         consultant or expert witness or incurring any extraordinary expense
         over one hundred dollars ($100).  Photocopying and facsimiles will be
         charged to Client at cost/page ($.10 and $1.00 per page,
         respectively).  If Client so directs, Attorneys will charge, to the
         extent possible, all such expenses directly to Client's already
         established commercial account.

6.       MONTHLY STATEMENT.  Attorneys shall send to Client periodic
         statements, at intervals of approximately 30-days, for any month in
         which services are rendered and/or costs incurred, describing all
         legal services rendered and costs and expenses incurred by Attorneys
         in connection with this matter, and showing the balance of the
         retainer, less cost of legal services performed. Client may request
         such statements at shorter intervals.

7.       CONCLUSION OF SERVICES.  When Attorneys' services conclude, all unpaid
         charges, if any, shall become payable.  After Attorneys' services
         conclude, Attorneys will, upon Client's request, deliver Client's file
         to Client, together with any Client funds or property in Attorney's
         possession.
<PAGE>   4
8.       DISCHARGE AND WITHDRAWAL.  Client may discharge Attorneys at any time.
         Attorneys may withdraw with Client's consent or for good cause.  Good
         cause includes Client's breach of the Agreement, Client's refusal to
         cooperate with Attorneys or any other fact or circumstance that
         renders Attorneys' continuing representation unethical or unlawful.

9.       GOVERNING LAW.  The laws of Maryland govern construction and
         interpretation of the Agreement.

10.      COLLECTION COSTS.  Billings not paid one month from the date of the
         invoice will be subject to a late payment charge equal to one percent
         (1%) per month of the outstanding balance.  Should it become necessary
         for Attorneys to enforce the terms and provisions of this Agreement,
         Client hereby agrees to pay all costs of collection, including the
         costs of any collection agency and reasonable attorneys' fees
         incurred.

11.      DISCLAIMER OF GUARANTEE.  Nothing in this Agreement will be construed
         as a guarantee or promise about the outcome of this matter.  No one
         can make such a guarantee.

                                  DUNCAN, BLUM & ASSOCIATES


Dated: February 15, 1999          By: /s/ CARL N. DUNCAN
                                     ---------------------------------------
                                      Carl N. Duncan, Managing Partner


Dated: February 15, 1999          EFOX.NET INC.


                                  By: /s/  JOSEPH PRESTON
                                     ---------------------------------------
                                    Joseph Preston, President