EXHIBIT 10
Fee Contracts
EMPLOYMENT AND OPTION AGREEMENT
This Employment and Option Agreement is made and entered into to be effective as
of the date upon which services were first rendered in accordance herewith, that
being December 1, 1999, and is by and between Charles Stidham (Employee) and
Cassco Capital Development Corporation (Client).
A. Employee is willing and able to provide various valuable services for and on
behalf of Client in connection with the business of Client. B. Client desires to
retain Employee as an employee on behalf of Client and Employee desires to be
retained in that capacity upon the terms and conditions hereinafter set forth.
In consideration of the foregoing premises, the mutual promises and agreements
hereinafter set forth, and such other and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Client and Employee agree as
follows:
1. Services. Client hereby retains Employee, and Employee hereby accepts and
agrees to such retention. Employee shall serve Client as an executive officer
and as a member of the board of directors and shall render to Client services of
such nature as to provide for the formulation and implementation of a business
strategy. These services will include, but are not limited to, consultation on
the form and substance of a business plan, the strategy for implementing and
marketing that plan and the preparation of a company profile. These services
shall also include such further services to Client of this nature as it may deem
reasonable and necessary from time to time. It is not intended that the
performance of the services described herein shall be accomplished exclusively
by Employee; therefore, Employee may engage persons as subcontractors to assist
in the discharge of the responsibilities hereunder.
2. Time, Place and Manner of Performance. Employee shall be available for advice
and counsel to Client at such reasonable and convenient times and places as may
be mutually agreed upon.
3. Term of Agreement. This agreement shall begin when Employee first began
rendering services for Client, and shall terminate at the earlier of twenty four
(24) months thereafter or the date on which either all services agreed have been
fully rendered or when a change in control of Client shall have occurred.
4. Compensation. Client shall pay Employee a fee of $5,000 per month for a
minimum of twenty-four (24) months, an aggregate amount of $120,000. In lieu of
cash consideration and at the option of Employee, the Company hereby grants
Employee an option (the Option) to acquire shares of common stock of Client at
the market price for such stock. In the event that Employee exercises his
Option, which may be exercised as to all or any portion of his fee, Client shall
provide to Employee free trading common stock registered under the Securities
Act of 1933, as amended. The Option may not be exercised after December 1, 2002.
The Option may be exercised in whole or in part by Employee's delivering or
mailing to Client at its principal office, or such other place as Client may
designate, written notice of exercise duly signed by Employee. Exercise shall be
effective on (a) receipt of such written notice by Client and (b) payment to
Client of the full purchase price. In case, prior to the expiration of the
Option, Client (a) subdivides the number of outstanding shares into a greater
number of shares, the purchase price per share shall be proportionately reduced
and the number of shares proportionately increased; and (b) conversely, in the
event Client contracts the number of outstanding shares by combining such shares
into a smaller number of shares, then the purchase price per share shall be
proportionately increased and the number of shares shall be proportionately
decreased. Neither Employee nor his legal representative shall be, nor have any
of the rights or privileges of, a shareholder of Client unless and until
certificates representing shares shall have been issued and delivered to
Employee. The Option and the obligation of Client to sell and deliver shares
hereunder shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any governmental or regulatory agency as
may be required. Client shall not be required to issue or deliver any
certificates for shares prior to (a) listing on any stock exchange on which said
stock may then listed and (b) completion of any registration or qualification
under any federal or state law or any rule or regulation thereunder. Moreover,
the Option may not be exercised if its exercise or the receipt of shares
pursuant thereto would be contrary to applicable law.
5. Expenses. Client shall reimburse Employee on demand for all expenses and
other disbursements, including, but not limited to, travel, entertainment,
mailing, printing and postage, incurred by Employee, or any of his
subcontractors, on behalf of Client in connection with the performance of the
services pursuant to this agreement. These expenses shall be paid in cash, or,
at the option of Employee, in shares of Client's common stock registered under
the Securities Act of 1933, as amended. If this non transferrable option is
exercised, said shares shall be issued at the fair market value therefor, as
specified in the preceding paragraph.
6. Disclosure of Information. Employee recognizes and acknowledges that Employee
has and will have access to certain confidential information of Client and its
affiliates that are valuable, special and unique assets and property of Client
and such affiliates. Employee will not, during or after the term of this
agreement, disclose, without the prior written consent or authorization of
Client, any such information to any person, except to authorized representatives
of Employee or its affiliates for purposes of the services to be rendered under
this agreement, for any reason or purpose whatsoever. In this regard, Client
agrees that such authorization or consent to disclosure may be conditioned upon
the disclosure being made pursuant to a secrecy agreement, protective order,
provision of statute, rule, regulation or procedure under which the
confidentiality of the information is maintained in the hands of the person to
whom the information is to be disclosed or in compliance with the terms of a
judicial order or administrative process.
7. Miscellaneous Provisions. (a) Notices. Any notices required or permitted to
be given under this agreement shall be sufficient if in writing and delivered or
sent by registered or certified mail to the principle office of each party. (b)
Waiver of Breach. Any waiver by a party of a breach of any provision of this
agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by the waiving party. (c) Assignment. This agreement and
the rights and obligations of the parties hereunder are not assignable by either
party. (d) Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Colorado and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this agreement, the laws of the State of Colorado shall be applicable and
shall govern to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or special proceeding may be instituted.
(e) Severability. All agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by any competent court,
the agreement shall be interpreted as if such invalid agreements or covenants
were not contained herein. (f) Entire Agreement. This Agreement constitutes and
embodies the entire understanding and agreement of the parties and supersedes
and replaces all prior understandings, agreements and negotiations between the
parties. (g) Counterparts. This agreement may be executed in counterparts, each
of which shall be deemed an original, but both of which taken together shall
constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have entered into this agreement
effective as of the day and year first above expressed.
EMPLOYEE: CLIENT: CASSCO CAPITAL CORPORATION
/s/ Charles Stidham By: /s/ Charles Stidham
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Charles Stidham Charles Stidham
CONSULTING AND OPTION AGREEMENT
This Consulting and Option Agreement is made and entered into to be effective as
December 1, 1999, the date upon which services were first rendered in accordance
herewith, and is by and between Richard Gregory (Consultant) and Cassco Capital
Development Corporation (Client).
A. Consultant is willing and able to provide various valuable services for and
on behalf of Client in connection with the business of Client. B. Client desires
to retain Consultant as an independent contractor on behalf of Client and
Consultant desires to be retained in that capacity upon the terms and conditions
hereinafter set forth.
In consideration of the foregoing premises, the mutual promises and agreements
hereinafter set forth, and such other and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Client and Consultant agree as
follows:
1. Consulting Services. Client hereby retains Consultant as an independent
contractor to Client and Consultant hereby accepts and agrees to such retention.
Consultant shall render to Client services of an advisory or consultative nature
in order to provide for business strategy policies. These services will include,
but are not limited to, consultation on the form and substance of a business
plan, and the strategy for implementing and marketing that plan. These services
shall also include such further services to Client of this nature as it may deem
reasonable and necessary from time to time. It is the intention of the parties
that Consultant will gather all publicly available information relating to
Client and confer with officers and directors of Client in an effort to
consolidate the information obtained for purposes of discharging the obligations
which have been imposed on Consultant under this agreement. It is intended that
Consultant will use and distribute this information concerning Client to persons
and other parties outside of Client who Consultant determines, in the sole
discretion of Consultant, are entitled to this information for purposes of
Consultant performing in accordance with the terms and conditions of this
agreement. It is not intended that the performance of the consulting services
described herein shall be accomplished exclusively by Consultant; therefore,
Consultant may engage persons as subcontractors to assist in the discharge of
the responsibilities hereunder; however, any such further employment shall be at
the cost and expense of Consultant.
2. Time, Place and Manner of Performance. Consultant shall be available for
advice and counsel to the officers, directors and agents of Client at such
reasonable and convenient times and places as may be mutually agreed upon.
Except as aforesaid, the time, place and manner of performance of the services
hereunder, including the amount of time to be allocated by Consultant to any
specific service, shall be determined in the sole discretion of Consultant.
3. Term of Agreement. This agreement shall begin when Consultant first began
rendering services for Client, and shall terminate at the earlier of twenty four
(24) months thereafter or the date on which either all services agreed have been
fully rendered or when a change in control of Client shall have occurred.
4. Compensation. Client shall pay Consultant a fee of $5,000 per month for a
minimum of twenty four (24) months, an aggregate amount of $120,000. In lieu of
cash consideration and at the option of Consultant, the Company hereby grants
Consultant an option (the Option) to acquire shares of common stock of Client at
the market price for such stock. In the event that Consultant exercises his
Option, which may be exercised as to all or any portion of his fee, Client shall
provide to Consultant free trading common stock registered under the Securities
Act of 1933, as amended. The Option may not be exercised after December 1, 2002.
The Option may be exercised in whole or in part by Consultant's delivering or
mailing to Client at its principal office, or such other place as Client may
designate, written notice of exercise duly signed by Consultant. Exercise shall
be effective on (a) receipt of such written notice by Client and (b) payment to
Client of the full purchase price. In case, prior to the expiration of the
Option, Client (a) subdivides the number of outstanding shares into a greater
number of shares, the purchase price per share shall be proportionately reduced
and the number of shares proportionately increased; and (b) conversely, in the
event Client contracts the number of outstanding shares by combining such shares
into a smaller number of shares, then the purchase price per share shall be
proportionately increased and the number of shares shall be proportionately
decreased. Neither Consultant nor his legal representative shall be, nor have
any of the rights or privileges of, a shareholder of Client unless and until
certificates representing shares shall have been issued and delivered to
Consultant. The Option and the obligation of Client to sell and deliver shares
hereunder shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any governmental or regulatory agency as
may be required. Client shall not be required to issue or deliver any
certificates for shares prior to (a) listing on any stock exchange on which said
stock may then listed and (b) completion of any registration or qualification
under any federal or state law or any rule or regulation thereunder. Moreover,
the Option may not be exercised if its exercise or the receipt of shares
pursuant thereto would be contrary to applicable law.
5. Expenses. Client shall reimburse Consultant on demand for all expenses and
other disbursements, including, but not limited to, travel, entertainment,
mailing, printing and postage, incurred by Consultant, or any of its
subcontractors, on behalf of Client in connection with the performance of the
consulting services pursuant to this agreement. Expenses and disbursements in
excess of $100 shall have Client's prior approval. These expenses shall be paid
in cash, or, at the option of Consultant, in shares of Client's common stock
registered under the Securities Act of 1933, as amended. If this non
transferrable option is exercised, said shares shall be issued at the fair
market value therefor, as specified in the preceding paragraph.
6. Work Product. It is agreed that, prior to public distribution, all
information and materials produced for Client shall be property of Consultant,
free and clear of all claims thereto by Client, and Client shall retain no claim
of authorship therein.
7. Disclosure of Information. Consultant recognizes and acknowledges that
Consultant has and will have access to certain confidential information of
Client and its affiliates that are valuable, special and unique assets and
property of Client and such affiliates. Consultant will not, during or after the
term of this agreement, disclose, without the prior written consent or
authorization of Client, any such information to any person, except to
authorized representatives of Consultant or its affiliates for purposes of the
services to be rendered under this agreement, for any reason or purpose
whatsoever. In this regard, Client agrees that such authorization or consent to
disclosure may be conditioned upon the disclosure being made pursuant to a
secrecy agreement, protective order, provision of statute, rule, regulation or
procedure under which the confidentiality of the information is maintained in
the hands of the person to whom the information is to be disclosed or in
compliance with the terms of a judicial order or administrative process.
8. Nature of Relationship. It is understood and acknowledged by the parties that
Consultant is being retained by Client in an independent capacity, and that in
this connection, Consultant hereby agrees, except as otherwise provided herein,
or unless Client shall have otherwise consented, not to enter into any agreement
or incur any obligation on behalf of Client.
9. Conflict of Interest. Consultant shall be free to perform services for other
persons during the term of this agreement. Consultant will notify Client of the
performance of consulting services for any other person which would conflict
with the obligations of this agreement. Upon receiving such notice, Client may
terminate this agreement or consent to Consultant's outside consulting services.
Failure to terminate this agreement shall constitute Client's ongoing consent to
Consultant's outside consulting activities.
10. Indemnification for Securities Law Violations. Client agrees to indemnify
and hold harmless Consultant and each officer, director or controlling person of
Consultant against any losses, claims, damages, liabilities and /or expenses
(including any legal or other expenses reasonably incurred in investigating or
defending any act or claim in respect thereof) to which Consultant or such
officer, director or controlling person may become subject under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
because of actions of Client or its agent(s).
11. Miscellaneous Provisions. (a) Notices. Any notices required or permitted to
be given under this agreement shall be sufficient if in writing and delivered or
sent by registered or certified mail to the principle office of each party. (b)
Waiver of Breach. Any waiver by a party of a breach of any provision of this
agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by the waiving party. (c) Assignment. This agreement and
the rights and obligations of the parties hereunder are not assignable by either
party. (d) Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Nevada and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this agreement, the laws of the State of Nevada shall be applicable and shall
govern to the exclusion of the law of any other forum, without regard to the
jurisdiction in which any action or special proceeding may be instituted. (e)
Severability. All agreements and covenants contained herein are severable, and
in the event any of them shall be held to be invalid by any competent court, the
agreement shall be interpreted as if such invalid agreements or covenants were
not contained herein. (f) Entire Agreement. This Agreement constitutes and
embodies the entire understanding and agreement of the parties and supersedes
and replaces all prior understandings, agreements and negotiations between the
parties. (g) Counterparts. This agreement may be executed in counterparts, each
of which shall be deemed an original, but both of which taken together shall
constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have entered into this agreement
effective as of the day and year first above expressed.
CONSULTANT: CLIENT: CASSCO CAPITAL DEVELOPMENT CORPORATION
/s/ Richard Gregory By: /s/ Charles Stidham
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Richard Gregory Charles Stidham, President
February 15, 2000 Regular Mail
Mr. Charles Stidham, President
Cassco Capital Development Corporation
1999 Broadway, Ste. 3235
Denver, CO 80202
Re: General Corporate Representation
Dear Mr. Stidham:
This letter sets forth an agreement between myself and your company, Cassco
Capital Corporation, a Delaware corporation (Company), regarding my
representation of the entity as general counsel, with my first responsibilities
under this contract being the assistance of management in the preparation and
filing of all forms required by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, for the purpose of bringing the
Company current. Please be advised that I cannot guarantee the results of my
efforts.
The nature, character and amount of my fees are determined in accordance with
Canon 2 of the Code of Professional Responsibility adopted by the Colorado
Supreme Court. I am registered to practice only in Colorado and maintain my
principal offices there, residing in Arizona only during the winter months, and
I do not maintain an office there. My fees, retainer and payment policies are
based on (i) the time and labor required, the novelty and difficulty of the
issues involved, and the skill required to perform the legal service properly;
(ii) the degree of risk, amount of money involved and benefits resulting to the
Company from such legal services; (iii) the time limitations imposed by the
Company or by the circumstances; (iv) the contingency or the certainty of my
compensation and (v) whether my services are for a new client or for an
established and consistent client.
My time is accrued in one tenth (1/10) hour increments at rates which are
influenced by the factors outlined above. My hourly rate is $380 (U.S.) and is
subject to change upon 30 days' prior, written notice. The rates charged vary
from $35 (U.S.) to $55 (U.S.) for law clerks' and paralegals' time. In addition,
the Company is responsible for other costs and expenses relating to this
representation, including, but not limited to, state and federal filing fees,
printing costs, travel expenses, long distance charges, and reproduction and
copying costs. Our agreement is that I will bill the Company in full at my
hourly rate, with the option on my part of acquiring common stock of the Company
for all or any part of my fees and costs at the market price for the stock at
the date of this agreement.
My invoices reflect the services rendered, are mailed after the rendering of my
services, are due and payable on presentation and itemize the nature of the
legal services rendered throughout the period of the invoice. Statements which
remain unpaid for more than 30 days from the date thereof are subject to
interest on the outstanding overdue amount in accordance with the Colorado Bar
Association's Ethics Opinion Y. The interest charge is equal to one and one half
percent (1 1/2%) per month on the overdue balance, which equals eighteen percent
(18%) per annum.
I will make every effort to comply with the time schedules which you may give
me. The attainment of your goals, however, requires the Company's cooperation.
Any difficulties in developing information and completing the required documents
will result in delays.
If you have any questions about an invoice, please call me immediately. I want
you to be satisfied with the terms of my representation, both now and in the
future. It is my custom to keep my clients informed as to the status of all
matters entrusted to me. In that regards, I will furnish you with information
concerning the work which I have performed on the Company's behalf and the
progress I am making in connection with the matters which you entrust with me. I
welcome your inquiries.
I look forward to working with you and the other members of the Company, and
also to having your assistance and ideas. Please remember, however, that I
represent only the Company.
Once again, thank you for the opportunity to be of service.
Yours very truly,
/s/ Mark S. Pierce
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Mark S. Pierce
If this agreement correctly sets forth our mutual understanding, please execute,
date and return an original for my files.
READ AND ACCEPTED this 15th day of February, 2000, to be effective as of
December 1, 1999.
CASSCO CAPITAL DEVELOPMENT CORPORATION
By: /s/ Charles Stidham
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Charles Stidham, President