EXHIBIT 10.2
Fee Agreement
(between Registrant and Jason Landess)
Fee Agreement
This Agreement, made and entered into this 30th day of April, 1998, at Las
Vegas, Clark County, Nevada, by and between Digitran Systems, Incorporated
(hereinafter referred to as "Client") and Jason G. Landess (hereinafter referred
to as "Attorney").
WITNESSETH:
WHEREAS, Client wishes to retain Attorney for the purpose of rendering
general business legal advice for Client's business (hereinafter referred to as
"Services"); and
WHEREAS, in consideration of Services rendered and to be rendered by
Attorney to Client, client retains Attorney to perform said Services.
NOW THEREFORE, it is agreed by and between the parties as follows:
1. In consideration of Attorney undertaking to represent Client in connection
with the Services, Client agrees that the compensation for said Services
shall be as follows: Client agrees to pay to Attorney the initial retainer
sum of 20,000 shares of S-8 (unrestricted) stock in Digitran Systems,
Incorporated. The stock certificate(s) for these shares shall show the
owner as Jason G. Landess and shall be delivered directly to Jason G.
Landess at 6600 W. Charleston Blvd., Suite 118, Las Vegas, Nevada 89102.
Thereafter, beginning on August 1, 1998, Client agrees to pay Attorney his
normal hourly rate of $250.00 per hour for any Service provided after that
date.
2. This Agreement shall be for an indefinite period of time. However, this
Agreement may be cancelled by any party upon thirty (30) days written
notice to the other party.
3. In addition to the payments referred to in Paragraph 1, Client shall be
responsible for the payment of all costs and expenses incurred in
connection with the Services (including, but not limited to, filing fees,
deposition fees, fees for process servers, travel expenses, expert witness
fees, photocopy charges and postage) as incurred in the normal course of
doing business. Attorney shall bill these costs on a monthly basis and
Client agrees to immediately reimburse Attorney for said costs and
expenses.
4. Client agrees to pay the amounts referred to in Paragraphs 1 and 2 and in a
timely manner. Should Client fail to pay said amounts within thirty (30)
days from the due date thereof, Client acknowledges and agrees that
Attorney may immediately withdraw from representation of Client in all
matters and cease providing Services. Interest shall be charged on any
unpaid amounts over thirty (30) days past due at the rate of 1.5% per
month.
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5. Client agrees to keep Attorney advised of Client's whereabouts at all times
and , in the event of litigation, to cooperate in the preparation and trial
of the case, to appear on reasonable notice for depositions and court
appearances, and to comply with all reasonable requests made of Client in
connection with the preparation and presentation of this case.
6. Client agrees and acknowledges that no representations have been made by
Attorney regarding the successful termination of any matter or as to what
amounts, if any, Client may be entitled to recover or pay to any other
party, and all expressions relative thereto are matters of Attorney's
opinion only.
7. Client understands and agrees that all amounts recovered and received on
Client's behalf are to be placed in Attorney's trust account upon
collection thereof, and Client hereby appoints Attorney as client's
attorney-in-fact and hereby grants Attorney power of attorney for the
specific and limited purpose only of endorsing Client's name to all drafts
for deposit into Attorney's trust account.
8. Client hereby grants Attorney a lien upon all causes of action in which
Client is represented by Attorney or any proceeds recovered therefrom or
otherwise for Attorney's fees and advances, and client specifically
authorizes Attorney to retain Attorney's fees from the total amount
recovered and withdraw the same from Attorney's trust account upon receipt
of said funds, and to pay all advances and costs of suit to Attorney our of
any proceeds recovered and deposited into Attorney's trust account.
9. In the event there is a dispute regarding this Agreement, it shall be
governed by Nevada law. Should litigation arise in regard to this
Agreement, the prevailing party shall be entitled to costs and the
attorney's fees actually incurred. The term "prevailing party" as used in
this paragraph means that party that is entitled to recover costs of the
suit.
IN WITNESS WHEREOF, we, the undersigned, have executed this Agreement the
day and year first written above.
JASON G. LANDESS DIGITRAN SYSTEMS, INCORPORATED
By /s/ Jason G. Landess By /s/ Loretta Trevers
Jason G. Landess Loretta Trevers, CEO/President
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