Xxxxxxx X. Xxxxxxxx, Esq.
0000 X. Xxxxxxx Xx.
Xxxxx XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
e-mail: xxxxxx@xxxxxxxx.xx.xxx
May 15, 2003
HydroFlo, Inc.
Raleigh NC
Via e-mail and fax
Re: Engagement Agreement
Dear Sirs:
This letter sets forth the terms by which I shall be engaged in connection
with matters described below. I agree that the terms and conditions of the
engagement shall be as set forth in this letter.
1. Engagement. I have been engaged as special counsel for the HydroFlo, Inc.,
["Company"].
The engagement shall be limited to the assistance with following matters:
o The preparation of a Forms 10K-SB, 10Q-SB, and 8-K
o The preparation of Forms 3, 4, 5, and 13D/G
o The establishment of an insider stock trading monitoring program
o Availability to respond to general securities law questions
No other services, including but not limited to services in connection with the
offer or sale of securities in a capital-raising transaction, and services that
directly or indirectly promote or maintain a market for your securities, shall
be the subject of or provided under this Agreement.
The term of the engagement shall be for the 24 months commencing May 15, 2003.
2. Fees, Costs and Expenses. My fee shall be 125,000 shares of common stock,
to be registered on form S-8 as soon as the form is available and issued in 24
equal monthly installments the first day of each month of after services
commence under this agreement, with the final installment due upon the
expiration of this agreement. I shall prepare the S-8 and related legal opinion.
I shall be responsible for expenses of filing, such as xxxxx and the SEC filing
fee, and you shall be responsible for accounting fees.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Esq.
The above is understood and agreed to:
HydroFlo, Inc.
As of May 15, 2003
By /s/ Xxxxxx Xxxx, CEO
Xxxxxx Xxxx, CEO
