EXHIBIT 4.2
[Letterhead of the Offices of Xxxxxxx X. Xxxxxxxx]
LAW OFFICES
OF
XXXXXXX X. XXXXXXXX
0000 Xxxxxxx Xx. Suite 113-401
TELEPHONE (000) 000-0000 San Diego, CA 92122-1967 FACSIMILE (000) 000-0000
August 2, 2004
RTG Ventures Inc.
Attn: Xxxxx Xxxxx
Engagement Agreement
Dear Xx. Xxxxx:
The purpose of this letter is to confirm our association as special and
limited counsel for RTG Ventures Inc., a Florida corporation (the "Client") in
connection with the securities and other legal work to be performed by Xxxxxxx
X. Xxxxxxxx (the "Attorney") on an ongoing basis for a period of one year as
requested by you. Please pardon the formality of this letter but it is intended
to set out the details of our relationship as required by the California
Business and Professions Code section 6148 and is intended to fulfill the
requirements of that section. The Attorney's services will not include, among
other areas of law, (i) litigation of any kind, whether in court, in
administrative hearings or before government agencies or arbitration tribunals,
(ii) any legal services relating to the raising of capital, including the
preparation of securities registration statements, other securities offering
documents or documents relating to stock promotions. I will assist in locating
appropriate legal counsel and coordinate any litigation or capital raising
matters, at your request. This letter agreement (the "Agreement") will set forth
in writing, signed by the Attorney and the Client, my understanding and
agreement regarding the scope of my representation. All agreements relating to
fees and responsibilities are contained within the provisions of this Agreement.
This Agreement will not take affect, and I will have no obligation to
provide legal services, until you return a signed copy of this Agreement and pay
the retainer, if any, called for in Paragraph 3 of this Agreement.
1. Xxxxx and Duties of the Attorney and the Client.
You have requested, and I have agreed, subject to the terms of this
Agreement, to provide legal services in connection with such matters as you
shall from time to time specifically refer to me for legal representation. I
shall provide those legal services reasonably required to represent the Client,
and shall take reasonable steps to keep the Client informed of the progress and
to respond to the inquiries of the Client. The Client agrees to be truthful with
me, cooperate with me, keep me informed of developments, abide by this
Agreement, pay the bills on time, and keep me advised of its address and
telephone number. My engagement will be strictly limited to those matters for
which I am specifically asked to render services, and I do not undertake to, and
shall have no responsibility for, advice with respect to matters I am not
specifically asked to address. Nothing in this Agreement and nothing in the
Attorney's statements to Client will be construed as a promise or guarantee
about the outcome of Client's matter, including registration of the securities.
The Attorney makes no such promises or guarantees. The Attorney's comments about
the outcome of Client's matter are expressions of opinion(s) only.
2. Fees and Costs.
(a) As compensation for the services to be performed by the Attorney
pursuant to this Agreement, the Client agrees to pay fees to the Attorney as
provided in Exhibit A to this Agreement. The Client and the Attorney will agree
on the scope and cost of the services as they are requested.
(b) The Client agrees to pay the Attorney, in accordance with this
subparagraph 2(b) and in addition to the fees designated in subparagraph 2(a)
herein, all costs and expenses incurred in performing legal services in
connection with the representation described in this Agreement. Such costs and
expenses may include, without limitation, long distance telephone calls,
messenger and other deliveries, postage, charges for computer research and
outside assisted legal research, expenses such as parking, airfare, meals and
hotel accommodations which shall be in addition to the hourly rates for
photocopying and other reproduction charges, clerical staff overtime, word
processing charges, charges for computer time, and other similar items. Except
as may be listed on Exhibit A, all such items will be charged to the Client at
the Attorney's cost. The charges for any items listed on the attached Exhibit A
are subject to periodic change upon reasonable notice by the Attorney to the
Client. The Client agrees to pay in advance all costs incurred in connection
with the representation described herein, however, as a courtesy, the Attorney
from time to time will advance some of these minor costs and the Client will be
billed for such advances. The Attorney will attempt to obtain an estimate for
any major expenses prior to incurring such an expense so that the Attorney may
clear such major expense with the Client.
3. Retainer.
The Client hereby agrees to deliver, upon execution of this Agreement,
a retainer in the amount provided in Exhibit A to this Agreement. The shares of
common stock delivered as retainer shall be deposited in the Attorney's account
and shall remain in the account for so long as this Agreement shall remain in
effect. Upon termination of this Agreement, as set forth below, the shares
representing the retainer shall be returned to Client or, if mutually agreed,
applied against any outstanding fees, costs or expenses. This Agreement shall
not become effective until the Attorney has received such retainer.
4. Billings.
The Attorney will send the Client an invoice for fees and costs
incurred on a quarterly basis. Invoices shall be payable upon receipt. The
Attorney's invoice shall clearly state the basis for a charge, including the
amount, rate and basis for calculation (or other method of determination) of the
Attorney's costs and expenses. The Attorney's invoices shall clearly show the
application of any retainer amounts to the payment for the fees and costs
incurred, as Ill as the remaining amount of any retainer deposited with the
Attorney.
5. Termination of Services.
The Client shall have the right at any time to terminate the Attorney's
service upon written notice to the Attorney, and the Attorney shall immediately
after receiving such notice cease to render additional services. Such
determination shall not, however, relieve Client of the obligation to pay the
fees due for services rendered and costs incurred prior to such termination
subject to Exhibit A hereto. If the Client fails to meet any of its obligations
under this Agreement, the Attorney shall have the right to terminate this
Agreement, and the Client shall take all steps necessary to free the Attorney of
any obligation to perform further, including, without limitation, the execution
of any documents necessary to complete the Attorney's discharge or withdrawal.
The right of the Attorney hereunder is in addition to those created by statute
or recognized by Rules of Professional Conduct.
In the event it becomes necessary for the Attorney to institute legal
action to recover any amount due pursuant to the terms of this Agreement, the
prevailing party in such action will be entitled to reasonable attorney fees and
costs incurred in such action and enforcement of any judgment.
6. Conflicts of Interest.
The parties to this letter agreement acknowledge that there may be
conflicts of interest in having the Attorney represent any members of the
Client. To the extent that certain agreements and arrangements may be made among
various members of the Client, the Attorney may have conflicts of interest if it
represented any such members. Therefore, the parties hereby acknowledge and
agree that the Attorney represents only RTG Ventures Inc. and does not represent
any other party, person or entity. Furthermore, the Client hereby acknowledges
that in connection with this engagement agreement, the Client is represented by
independent legal counsel and that the Company has had the benefit of
independent legal advice.
7. Miscellaneous.
Please be advised that the Attorney does not maintain Errors and
Omissions insurance or any other professional liability insurance.
If you have any questions with regard to any matter set forth in this
Agreement, or if you have some different understanding of any portion of this
Agreement, please contact the undersigned immediately so that I can discuss
those items and determine if I will be able to reach an agreement by which I
will represent you.
If the foregoing correctly sets forth understanding and agreement,
please date, sign and return this Agreement in the return envelope, indicating
that it meets with your approval. A copy of this Agreement is enclosed for your
file. I appreciate the confidence you have expressed by asking me to represent
you.
Sincerely,
XXXXXXX X. XXXXXXXX
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Attorney at Law
THE UNDERSIGNED HAS READ THE FOREGOING LETTER, APPROVED IT, AND AGREES WITH ALL
OF ITS TERMS AND CONDITIONS.
Dated: August 2, 2004
CLIENT
RTG Ventures Inc.
By: /s/ Xxxxx Xxxxx
--------------------------
Xxxxx Xxxxx, CEO
EXHIBIT A
1. Retainer: None.
2. Fees: In consideration of the Attorney providing the Client
with professional services subsequent to the execution
of this Agreement, within 5 days following the execution
of this Agreement, Client agrees to register, via a
Securities Act of 1933 S-8 Registration Statement
("S-8"), one million (1,000,000) shares of the Client's
common stock.
Pay to the Attorney a total of one million (1,000,000)
non-restricted, freely tradable shares of the Client's
common stock, due within 10 days following the execution
of this Agreement.
3. Costs and Expenses Charged to Client above the Attorney's Cost:
Photocopying $0.20 per copy
Facsimile (Outgoing) $0.55 per page
Other at Attorney's Cost
