EXHIBIT 4.1
LAW OFFICES
OF
XXXXXXX X. XXXXXXXX
0000 Xxxxxxx Xx. Suite 113-401
San Diego, CA 92122-1967
TELEPHONE (000) 000-0000
FACSIMILE (000) 000-0000
March 15, 2004
American HealthChoice, Inc.
Xx. Xxxxxx X. Xxxxxx
000 Xxxxxx Xxxx. Suite 119-154
Flower Mound, Texas 75028
Engagement Agreement
Dear Xx. Xxxxxx:
The purpose of this letter is to confirm our association as
special and limited counsel for American HealthChoice, Inc. a New
York 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 the greater of
one year or until I have provided one hundred sixty hours of
legal service. 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 may include counsel regarding corporate
record keeping, SEC and other regulatory filings, negotiation of
business acquisitions, drafting of licensing, employment and
other agreements, as well as other services requested by you. 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. The Attorney's current
billable rate is $300.00 per hour. Paralegal rates are $105.00
per hour. Based on current billable rates, and the current value
of the company's common stock, Attorney anticipates providing
approximately 160 hours of legal services during the term of this
engagement.
(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. Billings.
The Attorney will send the Client an invoice for fees and
costs incurred on a quarterly basis. 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.
4. 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.
5. 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 American HealthChoice, 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.
6. 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
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: _______, 2004
CLIENT
American HealthChoice, Inc.
By: /s/ Xx. Xxxxxx X. Xxxxxx
-----------------------------
Xx. Xxxxxx X. Xxxxxx
EXHIBIT A
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"), (4,500,000)
shares of the Client's common stock.
Pay to the Firm a total of (4,500,000) non-restricted,
freely tradable shares of the Client's common stock, due
within 10 days following the execution of this Agreement.
2. 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
