Exhibit 99.5
FEE AGREEMENT
This FEE AGREEMENT (the "Agreement") is between AuGRID Corporation (herein after
the "Client" or the "Company") having an address at, 2275 East 55th Street
Cleveland, Ohio 44103, and Athena Mills ("Mills or Consultant") whose address is
160 Idlewood Lane, Aurora, Ohio 44202.
Mills has heretofore provided certain services to the Company and has agreed to
continue to provide necessary, non-promotional, services to Client with respect
to the day-to-day operation of the Company. This agreement is made subsequent to
services having been provided by Mills to the Company.
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 Mills provides, are
in accordance with the following terms and conditions:
1. Services to be Rendered
Client has retained Mills for the purpose of assisting the Company in the
conduct of its business, including its day-to-day operations. It is contemplated
that the services to be rendered by Mills will include, but not necessarily be
limited to:
- Payroll Consultant
- Create Accounting Manuel
- Liaison with Company Accountants
- Interfacing with Company directors and officers
Mills duties shall also consist of devoting at least 25 hours a week to the
Company's projects.
The Company shall be solely responsible for the substantive content of any SEC
filings and the truthfulness of all statements made therein. Mills's services
shall be to assist the Company in gathering, editing and formatting the
information for the Clients Exchange Act filings, which may be necessary to
complete the filing and formatting of the information provided by the Client so
that it is presented in compliance with the rules and regulations adopted by the
SEC.
2. Fees
Fees charged herein are based upon the reasonable value of Mills's services as
heretofore agreed to by the parties. Fees are based on the rates normally
charged by Mills.
Mills's normal fee is Ten Thousand Dollars ($10,000) per month. It is
anticipated that Client and Mills may agree on fixed fees for special projects
from time to time. The fee arrangements for special projects will be agreed to
in writing from time to time. The duration of this contract shall
be for twenty four months and the company has the right to cancel the contract
at any time but must pay the consultant for services for the first twelve months
in advanced with no ability to rescind the contract for that twelve-month time
frame once this contract has started. After the first twelve months has ending
the Consultant shall be on a month-to-month payment schedule. The consultant
understands that if the Company is not happy with the services for any reason
the Company has the right to cancel this agreement any time previous to the
start of a new month of employment. The dollar amount of this contract shall be
a total of ONE HUNDRED TEN THOUSAND ($110,000). After the first twelve months
employment the Consultants compensation shall be based on the current market
price of the Company's stock on the day of issuance. If the Company does not
renew this contract in writing by the 300th day then the contract is deemed to
be ended and all fees shall end.
Client and Mills have agreed that upon signing of this contract that a ONE
HUNDRED TEN THOUSAND DOLLARS payment shall be rendered to the Consultant for the
first twelve months of services. The fee for the first twelve months will be
paid to Mills in the form of Eleven Million Shares (11,000,000) shares of the
$0.001 par value common stock of the Company. The Company shall at its
discretion after the first payment and service cycle has been complete have the
right to either pay the Consultant in cash or stock for services.
Client understands Mills's services as set forth herein and that any work
requested by the Company on other projects, which may be performed in the
future, will be separately billed at Mills's normal billing rate, including the
billing for services performed by Mills's assistants. Client further understands
that during the course of Mills's engagement, it may be necessary or advisable
for Mills to delegate various portions of this matter to others and Client
agrees to such delegation of tasks, and the payment of the cost thereof, as
Mills may believe is advisable or necessary.
Services performed subsequent to the signing of this agreement will be billed at
normal billing rates as set forth herein.
Mills has not been engaged to perform, nor will Mills agree to perform any
Investor Relations or Promotional services in connection with the services to be
provided to the Company. It is mutually understood and agreed that any fees for
services that are in connection with a capital raising transaction shall be paid
in cash.
3. Costs and Expenses
Client understands that in the course of any subsequent representation, it may
be necessary for Mills to incur certain costs or expenses. Client will reimburse
Mills 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 Mills in accordance with the following
guidelines:
A. Computer Related Expenses. Client will reimburse
Mills for computerized research and research services.
However, any charges over
$500 will require prior approval. Client also encourages Mills
to utilize computer services, which will enable Mills to more
efficiently manage the project.
B. Travel. Client will reimburse Mills 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
Mills 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 Mills.
4. Billing
Client agrees to satisfy Mills's fees by way of the issuance by the Client of
Eleven Million (11,000,000) shares of Client's common stock (the "Fee Shares"),
which Fee Shares shall be issued in Mills's name, or as designated by him, and
delivered to Mills within five (5) business days of the signing of this
Agreement. Subsequent billings shall be paid within twenty days of the billing
date. Client shall have the option of paying subsequent billing by issuing
sufficient free trading shares to Mills which when sold will satisfy the amount
owed. Mills has not been engaged to perform, nor will Mills agree to perform any
services in connection with a capital raising transaction in exchange for
shares. It is mutually understood and agreed that any fees for services that are
in connection with a capital raising transaction shall be paid in cash.
Registration of Client Shares
No later than ten (10) 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 Form S-8 or other applicable registration
statement, and it shall cause such registration statement to remain effective at
all time while Mills holds such shares. At Mills'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. Attached
hereto as Exhibit A and made a part hereof is Mills's Certificate re: Issuance
of Shares pursuant to Form S-8 Registration Statement.
5. Involvement of Client
Client expects to be kept closely involved with the progress of Mills's services
in this matter. Mills will keep Client informed 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 Mills's services will be forwarded to Client.
There may be times when Mills 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.
6. Waiver of Certain Conflicts.
Because Mills's representation is limited in scope, Client has agreed that,
subject to conditions described below, Mills may represent, now and in the
future, other persons and entities. In particular, Client has agreed that while
Mills is representing Client in active pending matters, he may represent other
clients in any matter adverse to Client (or Client's affiliates), provided that
the matters (a) are not substantially related to active matters Mills is working
on for Client, (b) do not involve situations where Mills has obtained
confidential information from Client that is material to the new matter(s), and
(c) do not involve litigation against Client. In addition, if Mills's
representation of Client is terminated, he may thereafter represent others with
interests adverse to Client's interests (even in litigation), provided that the
representation does not involve confidential information Mills has obtained from
Client that is material to those matters. By executing this Agreement Client is
confirming the above and agreeing to waive any conflict of interest that arises
in such situations.
7. Termination
Client shall have the right to terminate Mills's engagement by written notice at
any time. Mills 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. Mills
will be expected to provide reasonable assistance in effecting a transfer of
responsibilities to the new firm. Terms of the termination have been set forth
in section 2 above.
8. Records and Files Retention.
All records and files will be retained and disposed of in compliance with
Mills's policy in effect from time-to-time. Subject to future changes, it is
Mills's current policy not to retain records relating to a matter for more than
three (3) years from the date the matter is opened. Upon your prior written
request, I will return records to you prior to their destruction. It is not
administratively feasible to advise you of the closing of a matter or the
disposal of records. It is recommended, therefore, that you maintain your own
files for reference at the conclusion of this matter. If you have any questions
concerning records retention policies, please contact Mills.
9. No Guarantee of Success.
It is impossible to provide any promise or guarantee about the outcome of
Client's matter. Nothing in this Agreement or any statements by Mills or his
assistants in dealing with the Client's matters constitute a promise or
guarantee. Any comments about the outcome of the Client's matters are
expressions of opinion only.
10. Mills's Fees.
This Agreement is governed by the laws of Ohio and sets forth the entire
agreement between the parties for rendering of the services, including
professional services, which may occur pursuant to the terms of this agreement.
All prior agreements or understandings of the parties have been and are merged
herein. This agreement can be amended or modified only in writing. Each party
signing below is jointly and severally responsible for all obligations due to
Mills and represents that each has full authority to execute this Agreement so
that it is binding. This Agreement may be signed in one or more counterparts and
binds each party signing it whether or not any other proposed signatory ever
executes it. If any provision of this Agreement or the application thereof is
held invalid or unenforceable, the invalidity or unenforceability shall not
affect other provisions or applications, and to this end the provisions of this
Agreement are declared to be severable.
"Client"
AuGRID Corporation
2275 East 55th Street Cleveland, Ohio 44103
Dated: June 2, 2003
By: /s/ MJ Shaheed
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MJ Shaheed CEO President
Dated: June 2, 2003
By: /s/ Athena Mills
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Athena Mills
EXHIBIT A
AUGRID CORPORATION
CERTIFICATE RE: ISSUANCE OF SHARES PURSUANT TO FORM S-8 REGISTRATION STATEMENT
The undersigned has recently entered into an agreement (the
"Agreement") with AuGRID Corporation, a Nevada corporation, (the "Company"),
which agreement is included as an exhibit to a Registration Statement on Form
S-8 to be filed with the U.S. Securities and Exchange Commission on or about
June 3, 2003.
The undersigned certifies to the Company that the services provided, or
to be provided, to the Company pursuant to the Agreement are bona fide services
to the Company and such services are not in connection with the offer or sale of
securities in a capital-raising transaction, and do not directly or indirectly
promote or maintain a market for the Company's securities.
The undersigned hereby expressly acknowledges that any information
provided, or to be provided, to the undersigned, or any employee or affiliate of
the undersigned, in connection with the services performed or to be performed
under the Agreement, is likely to include material nonpublic information
pursuant to the securities laws of the United States. Being advised that the
Company is specifically relying upon Rule 100(b)(2)(ii) of Regulation FD in
providing such information to the undersigned, or an employee or affiliate of
the undersigned, under such Agreement or otherwise, the undersigned expressly
agrees that the undersigned, on behalf of itself and its employees and
affiliates, will not use such information in violation of United States
securities laws, and specifically agrees to keep such information in confidence
until such time as the Company makes public such material nonpublic information
in accordance with the United States securities laws.
By: /s/ Athena Mills
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Athena Mills
June 2, 2003