XXXXXXXX LAW GROUP, P.A.
0000 X. XXXXXXX XX.
XXXXX XX 00000
PHONE: 000.000.0000
FAX: 000.000.0000
E-MAIL: XXXXXX@XXXXXXXX.XX.XXX
October 4, 2006
Majestic Oil & Gas, Inc.
Via e-mail
Re: Engagement Agreement
Dear Sirs:
This letter sets forth the terms by which this firm will be engaged in
connection with matters described below. The terms and conditions of the
engagement shall be as set forth in this letter.
ENGAGEMENT. I have been engaged as special SEC counsel for Majestic Oil & Gas,
Inc.
(the "Company") to assist in preparing required 10-KSB and 10-QSB reports for
the first year following the effective date of the SB-2 registration statement.
FEES, COSTS AND EXPENSES. My fee shall be 250,000 shares of common stock. These
shares will be registered on Form S-8. I will prepare at my expense the S-8
registration statement and related legal opinion. The registration statement
will only include my shares, unless otherwise mutually agreed in accordance with
our firm's current policy. If at any time you terminate this agreement except
for my material non-performance, all shares shall be fully vested and remain
outstanding.
The Company shall be responsible for SEC filing fees, XXXXX fees, and CPA fees
in connection with the S-8.
IT IS OF THE UTMOST IMPORTANCE FOR ME TO KNOW AT ALL TIMES THAT YOU ARE
SATISFIED WITH THE SERVICES PROVIDED BY ME. So that there will always be full
and open communication between me, and so that I may clearly understand and
promptly deal with any concerns you may have about my services, you agree to let
me know immediately in writing of any concerns you may have about the services I
perform for you. If you wait to inform me of your concerns until a later time,
it may no longer be possible for me to take any meaningful steps to address
those concerns. At no time will I make any charge for time spent discussing such
matters.
If there are any questions concerning this agreement, please contact the
undersigned.
If it is agreed that the foregoing sets forth the conditions of our engagement,
please sign the extra copy of this letter where indicated and return it.
Sincerely,
/s/ XXXXXXX X. XXXXXXXX, ESQ
--------------------------------
Xxxxxxx X. Xxxxxxxx, Esq.
The above is understood and agreed to:
Majestic Oil & Gas, Inc.
By:
-----------------------------
Xxxxxxx Xxxxxxxxx, President
