EXHIBIT 4.1
Xxxxx X. Otto
xxxxx@xxxxxxx.xxx
July 7, 2004
VIA EMAIL: xxxxx@xxxxxx.xxx
Xxxx X. XxXxxxxxxxxx
President
Itec Environmental Group, Inc.
000 Xx Xxx Xxxxxxx, Xxxxx 0
Xxxxxxx, Xxxxxxxxxx 00000
Re: Engagement of The Xxxx Law Group, PLLC
Dear Xx. XxXxxxxxxxxx:
This Engagement Agreement confirms the principal terms under which Itec
Environmental Group, Inc., a Delaware corporation (the "Company"), agrees to
engage The Xxxx Law Group, PLLC ("Xxxx Law"). Under this Engagement Agreement,
Xxxx Law will assist the Company with various matters including, without
limitation, the following:
1. Developing and executing the Company's strategic financing and
growth plans;
2. Preparing an offering memorandum and/or prospectus and developing
other materials relevant to the Company's financing and growth strategy;
3. Providing legal advice in connection with and assisting with certain
securities, corporate finance, blue sky and investor issues; and
4. Providing legal advice with respect to the Company's capitalization,
corporate organization, potential corporate transactions, corporate governance
and other general business matters.
In connection with the provision of the foregoing services, Xxxx Law
and the Company agree to the following compensation arrangement:
1. The Company shall engage Xxxx Law for legal services required in
connection with certain corporate governance, corporate finance, securities,
contractual and other matters related to the Company's operations and financing;
2. Xxxx Law shall xxxx the Company for fees, primarily on an hourly
basis, according to Xxxx Law's usual and customary charges. Also, Xxxx Law may
adjust its fees for factors such as the amount of work involved in the
representation, unusual time constraints, use of prior work product, overall
value of the services, and regular periodic firm hourly rate adjustments. Xxxx
Law's hourly rates are as follows: Xxxxx Xxxx'x hourly rate will be $350.00; the
rate for associates will be between $195.00 and $270.00 per hour; and the rate
for non-attorney members of our staff will be between $60.00 and $135.00 per
hour; and
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3. Xxxx Law shall receive a retainer in the amount of Ten Million
(10,000,000) shares of common stock of the Company (the "Shares"), the proceeds
of which will be applied against billable hours. Additionally, the Shares shall
be registered by the Company pursuant to the Securities Act of 1933 on a Form
S-8 registration statement. The Shares shall be issued to Xxxxx X. Xxxx,
Principal of Xxxx Law.
We look forward to working together and helping the Company achieve its
financial and business objectives. If the proposed terms are acceptable to the
Company, please sign below and return the signed copy of this Engagement
Agreement to me.
If you have any further questions or concerns, please do not hesitate
to contact me.
Sincerely,
The Xxxx Law Group, PLLC
/s/
Xxxxx X. Xxxx
Agreed and accepted this ____ day of July, 2004
ITEC ENVIRONMENTAL GROUP, INC.
/s/
--------------------------------
Name: Xxxx X. XxXxxxxxxxxx
Title: President
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