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
November 6, 2002
UrbanAlien, Inc.
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
UgoMedia Interactive Corporation ("Company") for a six month period commencing
November 6, 2002.
The engagement shall be limited to assistance in the following matters:
- The preparation of a Forms 10K-SB, 10Q-SB, and 8-K for
transactions not involving mergers or change in control
- The preparation of Forms 3, 4, 5, and 13D/G
- The preparation of 144 opinions
- Availability to respond to general business law questions
2. Fees, Costs and Expenses. My fee shall be 200,000 shares of Common
Stock of the Company, which you agree to register on Form S-8 as soon as
possible.
3. Arbitration of Any Disputes. It is agreed that any dispute arising
out of this Agreement, or my representation of you, shall be resolved by
binding arbitration in Tampa Florida by the American Arbitration
Association or the Legal Fee Arbitration Committee of the Hillsborough County
Bar Association at my election. However, notwithstanding the foregoing, I may
elect to collect amounts owed for services rendered and costs incurred through
suit in any court of competent jurisdiction. If I elect to xxx in court, any
counterclaim shall still be subject to arbitration as described above.
4. Conflicts of Interest. It is recognized that I am not in a position
to represent conflicting interests of different clients. Upon accepting any
new client or new matter, I will attempt to determine whether the engagement
would present a conflict with any other matters pending for any other client.
Based upon my review, I have no conflict. Conflicts between the interests of
various clients may be discovered after the engagement is undertaken or may
develop during the representation. Upon the discovery of any such conflict of
interest, I will immediately inform you of the conflict and will endeavor to
work with you toward a resolution which is acceptable. However, if the
conflict can be resolved only by my withdrawing as your counsel, my
obligation to you as a result shall be limited solely to working with you
to find an acceptable replacement. In such event, I shall be entitled to be
compensated for all services performed, including time spent working with
you to resolve the conflict, in accordance with this agreement.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx, Esq.
The above is understood and agreed to:
UrbanAlien, Inc.
By /s/ Xxxxx Xxxxx
---------------------------
Xxxxx Xxxxx, Secretary
