RICHARD D. SURBER
Attorney at Law*
268 West 400 South
Suite 300
Salt Lake City, Utah 84101
Telephone (801) 575-8073
*Admitted only in California
August 1, 2000
Mr. Sal Casaccio
Learner's World
369 Avenue U
Brooklyn, New York 11223
RE: Settlement of Fees Agreement
Mr. Casaccio
Due to the fact that over 583 hours have been incurred to complete and
file the Form 10-SB and its subsequent comments and amendments, the Form 10-KSB
and its subsequent comments and amendments, and the Forms 10-QSB, we have agreed
to renegotiate the total fee which is to be paid to me for the aforesaid
services. Myself and the support staff have spent over 583 hours to date to file
Section 12G forms on behalf of Learner's World and respond to comments thereon,
which were received from the SEC. Additionally, as of today's date there remains
an outstanding balance of $5,000 due as outlined in the fee agreement dated
October 13, 1999. This letter will serve to memorialize the agreement which we
have reached for the purpose of settling the question of the fees to be paid for
our work to date on the Forms 10-SB, 10-KSB and 10-QSB for Learner's World. As
full payment to me for the work of myself and staff in preparing the said
filings for Learner's World, Inc. Learner's World, Inc. shall:
o Issue to Richard D. Surber, pursuant to an S-8 Registration, two
hundred seventy one thousand (271,000) shares of common stock of
Learner's World, Inc., together with an option to purchase an
additional two hundred fifty thousand (250,000) shares at an exercise
price of $0.20 per share. The shares shall be issued, and the Option
granted to Richard D. Surber, for services rendered and expenses
incurred in the completion and filing of the Forms 10-SB, 10-KSB and
10-QSB for Learner's World, Inc. The aforesaid shares and Option shall
be registered by Learner's World, Inc. with the Securities and
Exchange Commission on a Form S-8 Registration to be filed by
Learner's World, Inc.
o The two hundred seventy one thousand (271,000) shares shall be issued
immediately following the filing of the S-8 Registration by Learner's
World registering the shares and option granted hereunder. The S-8
Registration of the shares and Option shall be filed within ten (10)
business days of the signing of this agreement.
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Sal Casaccio
RE: Settlement of Fees Aggrement
Page 2
August 1, 2000
o The Option to purchase the additional two hundred fifty thousand
shares shall be exercised within one year of the filing of the S-8
registration statement registering the shares and Option to be issued
to Richard D. Surber pursuant to this agreement.
o The issuance of the 271,000 free trading shares and grant of the
250,000 share option to purchase free trading shares shall cover all
hourly and expense costs that have been incurred in the preparation of
and filing of the Forms 10-SB, 10-KSB and 10-QSB for Learner's World
through August 1, 2000.
This agreement covers the 583 + hours spent on all projects of Learner's World,
Inc through August 1, 2000. These hours consisted of over 170 hours of legal
time and 413 hours of paralegal and staff support time, valued in excess of
$74,000. If additional work is carried out for Learner's World, an additional
fee will be required.
Sincerely,
/s/ Richard D. Surber
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Richard D. Surber, Esq
Learner's World, Inc agrees to the terms outlined in this letter and
acknowledges that fulfillment of these terms will serve as payment of all debts
owed to Richard D. Surber, Esq. By Learner's World, Inc. as of August 1, 2000.
Learner's World, Inc.
/s/ Sal Casaccio August 1, 2000
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Sal Casaccio, CEO Date
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