EXHIBIT 4.1
ENGAGEMENT AGREEMENT
[LETTERHEAD OF VINTAGE FILINGS, LLC]
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April 15, 2005
Xxxxxxx Xxxxxxx
RE: CONTRACT FOR XXXXX SERVICES
I would like to take this opportunity to introduce you to a package
program of XXXXX services from Vintage Filings, LLC as a method of saving your
public company the typical costs associated with XXXXX filings and SEC reporting
requirements.
I. Consulting Services
Vintage Filings hereby agrees to provided the following consulting and
advisory services to your Company: review your Company's filing requirements of
Sarbanes Oxley, determine a cost effective plan to edgarize the filings you are
likely to require over the next 12 months. We will provide you, on a timely
basis, with updates regarding SEC xxxxx filing software and new developments
with regard to SEC filing forms and HTML requirements. If needed, we can train
the Company how to file Section 16 reporting requirements (Forms 3, 4 and 5)
on-line and assist in obtaining xxxxx access codes for the Company's officers,
directors and 10% shareholders. We will also assist in formatting filings which
may include Forms 0, 0, 0, 00Xx, 00Xx, X-0, 8K, 10Q, 10K, X-0, XX-0, X-0 and
proxy statements. In analyzing your expected costs we have taken into account
the typical costs associated with
- text and tabular pages
- amended proofs and changed pages / expedited fees
- test filing and real time live filing fees
- all email distributions of PDF XXXXX proofs
- all facsimile transmissions of XXXXX proofs
- all 12b25 and NT-10K extension forms
- SEC filing of a Form ID
II. Fees
As part of this Agreement, we agree to provide the above-described, unlimited,
edgarizing services for the Company's SEC filings for 12 months. In return for
these services, you hereby agree to issue 1,500,000 shares of the Company's
Common Stock.
Such shares must be registered on a Form S-8 within ten days from the date
hereof.
We would appreciate the opportunity to further develop our long-term
relationship and be of service to you and your Company. Please feel free to
contact us at (000) 000-0000 or via email at xxxxxxxx@xxxxxxxx.xxx. Please
confirm agreement by signing and faxing to 646.349.9655. We look forward to
beginning of a mutually beneficial relationship.
Best wishes,
Xxxx X. Xxxxxxx, Esq.
Co-Chairman and President
