EXHIBIT 4
[KGL LETTERHEAD]
September 11, 2002
Ms. Xxxxxxx Xxxxx
Vitalstate, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
RE: RETAINER AGREEMENT
Dear Xx. Xxxxx:
Please accept this letter as confirmation that Vitalstate, Inc. (the
"Company"), has agreed to modify the retainer agreement dated August 1, 2002
(the "Retainer") between the Company and Xxxxxx Xxxxxxxxxx & Xxxxxxxx, LLP.
("KGL"), effective September 11, 2002. The modification, which we understand
was approved by the Company's Board of Directors, is for the Company to pay part
of its outstanding bill for legal services with shares of the Company's common
stock, $.000333 par value.
We understand that part of the outstanding bill will be satisfied by the
issuance of 150,000 shares valued at approximately $75,000. The board of
directors has approved the filing of a registration on Form S-8 for these
150,000 shares. The legal services for which these shares are being registered
and subsequently issued to Xxxx X. Xxxxxxxxxx a partner in KGL, did not include
any services in connection with the offer or sale of securities in a capital
raising transaction, and did not directly or indirectly promote or maintain a
market for the Company's securities.
Please note that this letter may be filed as an exhibit to the Form S-8.
In order to effectuate the modification of the Retainer, please sign this letter
and return it to my office. If you have any questions, please call me.
Sincerely,
XXXXXX XXXXXXXXXX & XXXXXXXX, LLP
/s/ XXXXXX XXXXXXXXXX & XXXXXXXX, LLP
-------------------------------------
ACCEPTED AND AGREED:
VITALSTATE, INC.
By: /s/ Xxxxxxx Xxxxx
-----------------
Name: Xxxxxxx Xxxxx
Title: President
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