EXHIBIT 4.1
[Letterhead of Xxxxxxx Xxxxxxx, Inc.]
August 12, 2003
Xxxxxx Xxxxxxxx, President
Medical Licensing International Corp.
000 Xx. Xxxxxxxxx Xx., Xxxxx 000
Xxxxxxxx, Xxxxxx X0X 0X0
RE: PROPOSED REORGANIZATION
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Dear Xxxxxx:
This letter agreement serves as the agreement between the Medical Licensing
International Corp. (the "Company") and Xxxxxxx Xxxxxxx, Inc. ("JSI") regarding
compensation for non-legal services provided by JSI to the Company, including
but not limited to services in connection with the Company's proposed
reorganization transaction (the "Reorganization"). For JSI's services to date,
the Company shall duly issue and deliver, or cause to deliver, to JSI 50,000
shares of the Company's common stock at a value of $.10 per share.
The Company, under a separate agreement ("Retainer Agreement"), has
retained the legal services of Gottbetter & Partners, LLP ("G&P") as its
corporate and securities counsel. The Company and JSI agree that this agreement
and the consideration being paid hereunder are not in exchange for legal
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services, and no legal services have been or will be provided to the Company by
JSI. In addition, JSI has not been asked to perform, is not required to
perform, and has not performed any due diligence with respect to the
above-referenced transactions, nor has it advised or counseled the Company as to
the financial viability or likelihood of success of the above-referenced
transactions.
G&P and JSI consist of the same principal owners. The Retainer Agreement
includes disclosures, waivers and consents regarding the conflict of interest
raised by G&P's legal representation of the Company and JSI's relationship with
the Company hereunder, which are specifically incorporated herein by reference.
The Company acknowledges that the value of JSI's shares could have a
substantially higher value than the value of the services provided by JSI. This
Agreement is to be governed by New York law. It may be modified only in writing
signed by JSI and the Company.
We look forward to working with you in developing the Company's business.
Sincerely,
/s/ Xxxx X. Xxxxxxxxxx
Xxxx X. Xxxxxxxxxx
President
AGREED AND ACCEPTED:
Medical Licensing International Corp.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
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Title: President
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