Exhibit 4.2
NATIONAL MANAGEMENT CONSULTANT'S, INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
March 3, 2003
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentleman:
As compensation for legal consulting services rendered and to be
rendered by you from time to time, we confirm our agreement to issue to you an
aggregate of 25,000 shares of our common stock, $.0001 par value, as follows:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 12,500
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 12,500
These shares will be issued to you upon the effective date of a Form
S-8 Registration Statement and the delivery to you of the documents constituting
the S-8 prospectus. Delivery of documents which we filed with the United States
Securities Exchange Commission will be by reference to such documents on the
SEC's ▇▇▇▇▇ System, to which you have ready access and to which you consent. The
shares will be delivered in certificated form, free and clear of any
restrictions on sale by you.
We confirm that our board of directors have duly approved the issuance
of shares to you and that the above shares are issued as compensation for your
advice on matters of general corporate law, non-financial transactions,
employment agreements and related matters, which will provided by you upon our
reasonable request. This compensation shall be in addition to any other
arrangement we make with you for specific tasks.
Please confirm that this correctly sets forth our understanding
relating to this compensation plan by signing below.
NATIONAL MANAGEMENT
CONSULTANTS, INC.
By: ____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Accepted:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Partner ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Partner
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