Exhibit 4.1
[Letterhead of Xxxxxxx Xxxxxxx, Inc.]
August 17, 2004
Xxxxx Xxxxx
RE: Proposed Reorganization
Dear Ms. Xxxxx Xxxxx:
This letter agreement serves as the agreement between RTG Ventures,
Inc. (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 "GPO"). These services are not being offered in connection with any offer
or sale of any of the Company's securities or in connection with any capital
raising transaction for the benefit of the Company. For JSI's services in
connection with the GPO, the Company shall duly issue and deliver to JSI, as
soon as practicable, 500,000 shares of the Company's common stock at a value of
$.05 per share. The Company agrees to register such shares on a Form S-8
registration statement and the parties agree and acknowledge that the shares
will be issued to JSI which is the alter ego of, and wholly owned by, Xxxx X.
Xxxxxxxxxx. In the event the Form S-8 is not available to the Company, then the
Company agrees hereunder to include the Shares in the first registration
statement immediately following this agreement.
The Company, under a separate agreement (the "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
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 transaction.
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 completing the GPO(TM) for the Company.
Sincerely,
/s/ Xxxx X. Xxxxxxxxxx
Xxxx X. Xxxxxxxxxx
President
AGREED AND ACCEPTED:
RTG Ventures, Inc.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Chief Executive Officer
Date: August 17, 2004
